Filed Pursuant to Rule 424(b)(3)
Registration No. 333-270267

PROXY STATEMENT PROSPECTUS

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
MOUNTAIN CREST ACQUISITION CORP. IV
AND PROSPECTUS FOR UP TO 94,113,375 CLASS A ORDINARY SHARES (INCLUDING
30,421,217 CLASS A ORDINARY SHARES UNDERLYING CLASS B ORDINARY SHARES)

Mountain Crest Acquisition Corp. IV 311 West 43rd Street 12th Floor New York, NY 10036 (646) 493-6558 CH AUTO Inc. 6F, Building C Shunyi District, Beijing 101200 China (86)-010-8140-6666

To the Stockholders of Mountain Crest Acquisition Corp. IV:

You are cordially invited to attend the special meeting of the Stockholders of Mountain Crest Acquisition Corp. IV (“MCAF”), which will be held at 10:30 a.m., Eastern time, on October30, 2023 (the “Special Meeting”). The board of directors of MCAF (the “MCAF Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/mcacquisitioniv/sm2023. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. Stockholders may also listen to the Special Meeting using the following numbers:

Within the U.S. and Canada: 1-800-450-7155 (toll free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5389093#

MCAF is a Delaware company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The business combination will be completed through the consummation of the Merger, which is conditioned upon the Reorganization (each as defined below). The Merger and the Reorganization are collectively referred to as the “Business Combination.”

On April 30, 2022, MCAF entered into that certain Agreement and Plan of Merger (as amended and restated on December23, 2022 and further amended on March1, 2023, respectively, and as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MCAF, CH AUTO Inc., a Cayman Islands exempted company (“CH AUTO” or “Pubco”), Ch-Auto Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”) and CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under the laws of the People’s Republic of China (the “Company”), pursuant to which, among other things, MCAF, Pubco, Merger Sub and the Company intend to effect a merger of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). In connection with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement.

No later than five (5) Business Days prior to the Effective Time (as defined herein), the Company shall deliver to Pubco and MCAF a schedule setting forth the names of each stockholder and such stockholder’s respective percentage interest in the Company Merger Consideration (the “Equityholder Allocation Schedule”). Immediately after the delivery of the Equityholder Allocation Schedule, Pubco shall conduct a reverse stock split (the “Pubco Reverse Stock Split”) of its then issued and outstanding Pubco Class A Ordinary Shares. At the time the Pubco Reverse Stock Split is completed, each Pubco Shareholder who holds Pubco Class A Ordinary Shares immediately before the Pubco Reverse Stock Split (the “Pubco Reorganization Shareholder”) shall automatically receive the corresponding Company Merger Consideration as set forth in the Equityholder Allocation Schedule, without any change in the par value of $0.00001 per share, in exchange for all the Pubco Class A Ordinary Shares held by such Pubco Reorganization Shareholder immediately prior to the Pubco Reverse Stock Split. The corresponding Company Merger Consideration

issued to each Pubco Reorganization Shareholder shall be equal to the product of (1) the number of Pubco Class A Ordinary Shares held by such Pubco Reorganization Shareholder immediately prior to the delivery of the applicable Equityholder Allocation Schedule multiplied by (2) the Conversion Ratio (as defined below).

Concurrently with the Pubco Reverse Stock Split, by virtue of the Reorganization and without any action on the part of MCAF, Merger Sub, the Company, or their respective stockholders, Pubco shall issue to each Company stockholder that participates in the Reorganization or each’s designee(s) (the “Company Reorganization Stockholders,” together with the Pubco Reorganization Shareholders, the “Reorganization Shareholders”) the corresponding Company Merger Consideration as set forth in the Equityholder Allocation Schedule at par value per share or other value as determined as part of the Reorganization by the board of directors of Pubco. The corresponding Company Merger Consideration issued to each Company Reorganization Stockholder shall be equal to the product of (1) the number of shares of Company Common Stock held by such Company Reorganization Stockholder on an as-converted and fully-diluted basis immediately prior to the delivery of the applicable Equityholder Allocation Schedule multiplied by (2) the Conversion Ratio. The Company Reorganization Stockholders, other than the founders of the Company who shall receive Pubco Class B Ordinary Shares, shall receive Pubco Class A Ordinary Shares. Company Merger Consideration means the sum of all Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares received by the Reorganization Shareholders.

Simultaneously with and in exchange for the issuance of the Company Merger Consideration, but before the Closing of the Merger, a then-established wholly-owned PRC subsidiary (the “Holding Company”) of CH-Auto (Hong Kong) Limited (“CH-Auto HK”), shall acquire all the shares of the Company’s equity securities (the “Company Common Stock”) held by each Company Reorganization Stockholder at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders (the “HK Share Purchase”); provided however, (i) certain Company Reorganization Stockholders that are the directors, supervisors or senior executives of the Company (i.e., Qun Lu, Yanmin Wu, Hua Yao, Kejian Wang, Chenhui Feng, Baihui Sun, Jingwei Song and Kai Yin, (each a “DSO Stockholder” and together, the “DSO Stockholders”) shall each transfer up to 25% of the stocks of the Company held by him or her due to restrictions under the PRC laws; (ii) the Company shares held by certain Company Reorganization Stockholders (i.e., Xiangchao Shen and the DSO Stockholders, each an “Entrusting Stockholder” and together, the “Entrusting Stockholders”) are currently under judicial freezing, and therefore, are prohibited from being transferred unless such Company shares are released from the equity pledge or judicial freezing. Each Entrusting Stockholder shall further enter into a voting rights proxy agreement (the “Voting Rights Proxy Agreement”) and an economic rights transfer agreement (the “Economic Rights Transfer Agreement”) with the Holding Company (the “HK Voting Right Entrustment”), pursuant to which each Entrusting Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the remaining shares of Company Common Stock held by them (the “Entrusting Stockholder’s Remaining Shares”) pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the Entrusting Stockholder’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement. The Economic Rights Transfer Agreement shall provide that the Pubco Ordinary Shares issued to each Entrusting Stockholder in exchange for such Entrusting Stockholder’s Remaining Shares, shall be subject to restrictions on transfer, conveyance, assignment and further encumbrance until the Entrusting Stockholder transfers and conveys the underlying shares of Company Common Stock to the Holding Company. Pursuant to the Merger Agreement, upon the completion of the HK Share Purchase, and after giving effect to the HK Voting Right Entrustment (the “Reorganization Closing”), the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, and (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in the Company. As of the date of this proxy statement/prospectus, stockholders of the Company (including the Entrusting Stockholders) holding an aggregate of 71.2769% voting rights of all the outstanding shares of the Company entitled to vote, have agreed to exchange their stocks of the Company for 89,096,171 Pubco Ordinary Shares, accounting for 92.0% of the then issued Pubco Ordinary Shares and 98.5% of the total voting power of Pubco following the Business Combination, assuming Minimum Redemption (as defined below).

The term “Conversion Ratio” means a number resulting from dividing (i) the Company Equity Valuation by (ii) the product of (x) $10 and (y) the number of Company Common Stock and Pubco Ordinary Shares issued and outstanding on an as-converted and fully-diluted basis as of immediately prior to the Reorganization Closing plus the number of Company Reserved Shares. Company Reserved Shares means, collectively, the shares of Common Stock subject to the Company’s outstanding options granted to employees or financial advisors, if any.

The Pubco Reverse Stock Split, the HK Share Purchase, the HK Voting Right Entrustment, the issuance of the Company Merger Consideration to the Reorganization Shareholders as described above are collectively referred to herein as the “Reorganization.”

In consideration of the Merger, Pubco will (1) issue 1,506,991 Pubco Class A Ordinary Shares and 575,000 Pubco Class A Ordinary Shares issuable upon the conversion of MCAF Rights to the MCAF public stockholders; (2) issue 1,688,500 Pubco Class A Ordinary Shares to the Sponsor including shares issuable upon conversion of MCAF Rights; (3) issue 188,750 Pubco Class A Ordinary Shares issuable to the representative in MCAF’s IPO and (4) pursuant to the Reorganization, issue 89,096,171 Pubco Ordinary Shares, consisting of (a) 58,913,241 Pubco Class A Ordinary Shares to the Reorganization Shareholders (other than the Founders), which includes 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and (b) 30,182,930 Pubco Class B Ordinary Shares to be issued to Qun Lu, Kejian Wang, Yanmin Wu, Xiangchao Shen, Hua Yao and Baihui Sun (each of whom is referred to as a “Founder” and collectively the “Founders”), in accordance with the Equityholder Allocation Schedule, assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Each Pubco Class A Ordinary Share and Pubco Class B Ordinary Share shall have a deemed price per share of US$10.00 (“Aggregate Stock Consideration”). The Aggregate Stock Consideration consists of 62,872,482 Pubco Class A Ordinary Shares and 30,182,930 Pubco Class B Ordinary Shares, assuming (1) no shares of MCAF Common Stock are redeemed after actual redemptions of (i) 2,432,520 MCAF’s shares in the amount of $24.5million in connection with the special meeting of MCAF’s stockholders held on December15, 2022, which redemption occurred on December21, 2022 and (ii) 1,810,489 MCAF’s shares in the amount of $18.6million in connection with the special meeting of MCAF’s stockholders held on June22, 2023 (the “Minimum Redemption”) and (2) no exercise of any outstanding options of the Company.

At the Special Meeting, MCAF stockholders will be asked to consider and vote upon the following proposals:

1.approval of the Merger, the Merger Agreement and the Business Combination, which we refer to as the “Business Combination Proposal” or “Proposal No. 1;”

2.approval, on a non-binding advisory basis, of certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended Articles, as compared to MCAF’s current Certificate of Incorporation, which we refer to as the “Governance Proposals” or “Proposal No. 2;”

3.approval of the CH AUTO Inc. 2023 Equity Incentive Plan, which we refer to as the “2023 Plan Proposal” or “Proposal No. 3;”

4.approval of an amendment (the “NTA Requirement Amendment”) the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 4”; and

5.approval to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 5” and, together with the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal or the NTA Requirement Amendment Proposal, the “Proposals.”

MCAF’s units, common stock and rights are each quoted on the Nasdaq Stock Market (“Nasdaq”), under the symbols “MCAFU,” “MCAF,” and “MCAFR,” respectively. Each unit consists of one share of MCAF’s common stock, par value $0.0001 per share (“MCAF Common Stock”) and one right (“MCAF Right”). The MCAF Common Stock and MCAF Rights commenced trading on Nasdaq on July 28, 2021.

At the time the Merger closes (the “Effective Time” or the “Closing”), by virtue of the Merger and conditioned on the consummation of the Merger, all outstanding units of MCAF will separate into their individual components of MCAF Common Stock and MCAF Rights and will cease separate existence and trading.

As of the Effective Time, the current equity holdings of the MCAF stockholders shall be exchanged as follows:

1.Each share of MCAF Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such MCAF Common Stock, Pubco shall issue to each MCAF stockholder (other than MCAF stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued Pubco Class A Ordinary Share, which shall be fully paid.

2.The holders of MCAF Rights (convertible into one-tenth (1/10) of one share of MCAF Common Stock) issued and outstanding immediately prior to the effective time of the Merger will obtain one Pubco Class A Ordinary Share in exchange for the cancellation of each ten (10) MCAF Rights; provided, however, that no fractional shares of Pubco Class A Ordinary Shares will be issued and all fractional Pubco Class A Ordinary Shares will be rounded down to the nearest whole share.

It is anticipated that, upon consummation of the Business Combination, (1) MCAF’s existing stockholders, including the Sponsor (as defined below) and the representative, will own approximately 4.1% of the then issued Pubco Ordinary Shares and 0.8% of the voting power; (2) the Reorganization Shareholders (other than the Founders) will own at least approximately 60.9% of the then issued Pubco Ordinary Shares and 11.3% of the voting power; and (3) the Founders will own approximately 31.2% of the then issued Pubco Ordinary Shares and 87.2% of the voting power. The percentage ownership of issued Pubco Ordinary Shares is based on 96,805,412 Pubco Ordinary Shares to be issued and outstanding upon consummation of the Business Combination. Such amount includes (i) the issuance of the 89,096,171 Pubco Ordinary Shares in the Reorganization (assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement), consisting of 58,913,241 Pubco Class A Ordinary Shares and 30,182,930 Pubco Class B Ordinary Shares to be issued to the Reorganization Shareholders and the Founders, respectively; (ii) the issuance of up to 2,081,991 Pubco Class A Ordinary Shares to MCAF’s existing public stockholders other than the Sponsor in connection with the Merger; (iii) the issuance of up to 1,688,500 Pubco Class A Ordinary Shares to the Sponsor in connection with the Merger; (iv) the issuance of an aggregate of 188,750 Class A Ordinary Shares to the representative; (v) the issuance of an aggregate of 1,875,000 Pubco Class A Ordinary Shares to China Bridge Capital Limited (the “CBC”) and 625,000 Pubco Class A Ordinary Shares to Revere Securities, LLC as financial advisors and M&A consultants to the Business Combination; and (vi) the issuance of 1,250,000 Pubco Class A Ordinary Shares to Beijing Haohan Tianyu Investment Consulting Co. Ltd. (“BHTIC”) as a due diligence consultant. These relative percentages assume (1) Minimum Redemption scenario and (2) no exercise of any outstanding options of the Company. If any of MCAF’s existing public stockholders exercise their redemption rights, the anticipated percentage ownership of MCAF’s existing stockholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The MCAF Units, MCAF Common Stock and MCAF Rights are currently listed on the Nasdaq Stock Market under the symbols “MCAFU,” “MCAF” and “MCAFR,” respectively.

As of June30, 2023, there was approximately $16,180,210 in MCAF’s Trust Account (as defined below). On June30, 2023, the last sale price of MCAF Common Stock on Nasdaq was $10.51.

Following the completion of the Business Combination, the issued and outstanding share capital of Pubco will consist of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares. Holders of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Pubco Class A Ordinary Share is entitled to one vote, and each Pubco Class B Ordinary Share is entitled to fifteen votes. Upon any sale, transfer, assignment or disposition of Pubco Class B Ordinary Shares by a holder to any person or entity which is not an affiliate of such holder, or upon a change of ultimate beneficial ownership of Pubco Class B Ordinary Shares to any person or entity which is not an affiliate of the holder, such Pubco Class B Ordinary Shares shall be automatically and immediately converted into the same number of Pubco Class A Ordinary Shares. Each Pubco Class B Ordinary Share is convertible to one Pubco Class A Ordinary Share at any time by the holder thereof. Pubco Class A Ordinary Shares are not convertible into Pubco Class B Ordinary Shares under any circumstances. The Founders will beneficially own in the aggregate all of the issued Pubco Class B Ordinary Shares and will be able to exercise 87.2% of the total voting power of the issued and outstanding share capital of Pubco immediately following the completion of the Business Combination, assuming the Minimum Redemption scenario and no adjustment to the Company Equity Valuation as set forth in the Merger Agreement.

Although Pubco is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination (the “Closing”), Pubco will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pubco intends to apply for listing of the Pubco Class A Ordinary Shares on the Nasdaq Global Market under the proposed symbol “QTM” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the Pubco Class A Ordinary Shares are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on the Nasdaq Global Market is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Pubco’s securities will be listed on Nasdaq or that a viable and active

trading market will develop. See “Risk Factors — Risks Relating to MCAF and the Business Combination — A market for Pubco’s securities may not develop after the Business Combination, which would adversely affect the liquidity and price of its securities” and “— There can be no assurance that Pubco will be able to be approved for listing or comply with the continued listing standards of Nasdaq.”

Pubco is not and will not be a Chinese operating company but will be, upon consummation of the Business Combination and completion of the Reorganization, a Cayman Islands holding company with operations conducted by its subsidiaries in China. The securities registered herein are securities of Pubco, which is a Cayman Islands holding company, not those of the Company and other operating subsidiaries of Pubco in China after the completion of the Business Combination and the Reorganization. Therefore, investors in Pubco are not purchasing equity securities of its operating subsidiaries in China, but are purchasing equity securities of a Cayman Islands holding company. This holding company structure involves unique risks to investors. For example, PRC regulatory authorities could disallow this operating structure and limit or hinder Pubco’s ability to conduct its business through, receive dividends from or transfer funds to the operating companies or list on a U.S. or other foreign exchange, which could cause the value of Pubco’s securities to significantly decline or become worthless. Neither Pubco nor the Company maintains, nor will it maintain variable interest entities in the PRC (including Hong Kong and Macau) after the Closing of the Business Combination.

In addition, Pubco, the Company and its PRC Subsidiaries face various legal and operational risks and uncertainties associated with being based in and having significant operations in China after the completion of the Business Combination. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. For example, Pubco and the Company face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board (the “PCAOB”) on its auditors. Such risks could result in a material change in Pubco’s operations and/or the value of the ordinary shares, or could significantly limit or completely hinder Pubco’s ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China” for a detailed description of risks related to having operations in the PRC.

Furthermore, on December2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act (the “HFCA Act”), pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. Additionally, in December 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law, and reduces the time period for the delisting of foreign companies under the HFCA Act to two consecutive years instead of three years. On December16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong. The independent auditor of Pubco and the Company, Marcum Asia CPAs LLP (Formerly Marcum Bernstein & Pinchuk LLP), is not included in the list of PCAOB Identified Firms as having been unable to be inspected or investigated completely by the PCAOB. On December15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB board vacated its previous determinations issued on December16, 2021. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed. Notwithstanding the foregoing, if, in the future, the PCAOB determines that it is unable to inspect or investigate completely the Pubco’s registered accounting firm, the SEC may prohibit the securities of the Pubco from being traded on a national securities exchange or in the over-the-counter trading market in the United States and Pubco’s securities may be delisted by such exchange.

Prior to the Reorganization, within the organization, investor cash inflows have all been received by the Company and its PRC Subsidiaries. Following the Reorganization, within the organization, investor cash inflows will all be received by Pubco, the Cayman parent entity; and cash to fund Pubco and PRC Subsidiaries’ operations will be transferred from: (1) the Cayman parent to its directly owned subsidiaries through capital contributions; and (2) such directly owned subsidiaries to other operating companies through capital contributions. Pubco’s subsidiaries also transfer cash to each other through daily operations, including working capital and loans between companies. The cross-border transfer of funds within Pubco’s corporate group is subject to the currency exchange control imposed by PRC government.

Following the Reorganization, as a holding company, Pubco may rely on dividends and other distributions on equity paid by PRC Subsidiaries for its cash and financing requirements. If any of Pubco’s subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Pubco. The ability of Pubco’s PRC subsidiaries to distribute dividends is subject to currency exchange controls imposed by the PRC government and based upon their distributable earnings. Current PRC regulations permit Pubco’s PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, such PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. See “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China” for more information. As of the date of this proxy statement/prospectus, neither Pubco nor any of its subsidiaries has ever paid dividends or made distributions.

Pursuant to MCAF’s Charter, MCAF is providing its public stockholders with the opportunity to redeem all or a portion of their shares of MCAF Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest, less taxes payable, divided by the number of then outstanding shares of MCAF Common Stock that were sold as part of the MCAF Units in MCAF’s initial public offering (“IPO”), subject to the limitations described herein. MCAF estimates that the per-share price at which Public Shares may be redeemed from cash held in the trust account will be approximately $10.00 at the time of the Special Meeting. MCAF’s public stockholders may elect to redeem their shares even if they vote for the Merger or do not vote at all. MCAF has no specified maximum redemption threshold under MCAF’s amended and restated certificate of incorporation. Holders of outstanding MCAF Rights do not have redemption rights in connection with the Business Combination.

MCAF is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Sponsor, which owns approximately 32% of MCAF Common Stock as of the record date, has agreed to vote its MCAF Common Stock in favor of the Business Combination Proposal, which transaction comprises the Business Combination, and intends to vote for the Adjournment Proposal, although there is no agreement in place with respect to voting on such proposal.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay. MCAF’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Following the Business Combination, Pubco will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Following the Business Combination, Pubco will also be a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Pubco’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Pubco will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Mr.Qun Lu, Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun intend to enter into certain acting-in-concert agreement, pursuant to which each of Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun agrees to exercise its voting power as a shareholder of Pubco at the direction of Mr.Qun Lu, and as a result, immediately upon the completion of the Business Combination, Mr.Qun Lu will beneficially own 14,405,985 Pubco Class B Ordinary Shares, representing approximately 14.9% of the then total issued and outstanding share capital and 73.9% of the aggregate voting power of Pubco, assuming the Minimum Redemption scenario and no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Therefore, Pubco is, and expects to continue to be a “controlled company” under the Nasdaq Stock Market Listing Rules, and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Nasdaq Stock Market Listing Rules, and the requirement that the compensation committee and nominating and corporate governance committee consist entirely of independent directors.

The accompanying proxy statement/prospectus provides MCAF stockholders with detailed information about the Business Combination and other matters to be considered at the special meeting of MCAF stockholders. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 57 of the accompanying proxy statement/prospectus.

The MCAF Board has unanimously approved the Merger Agreement, and unanimously recommends that MCAF stockholders vote “FOR” approval of each of the Proposals. When you consider MCAF Board’s recommendation of these Proposals, you should keep in mind that MCAF’s directors and officers have interests in the Business Combination that may conflict with or differ from your interests as a stockholder. See the section titled “Summary of the Proxy Statement/Prospectus — Interests of MCAF’s Directors and Officers in the Business Combination.”

On behalf of the MCAF Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Sincerely,

/s/ Suying Liu

Suying Liu
Chief Executive Officer
Mountain Crest Acquisition Corp. IV

October5, 2023

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated September28, 2023, and is first being mailed to MCAF stockholders on or about October5, 2023.

HOW TO OBTAIN ADDITIONAL INFORMATION

MCAF files annual, quarterly and current reports, proxy statement and other information with the SEC required by the Exchange Act. MCAF’s public filings are available to the public from the SEC’s website at www.sec.gov. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by MCAF with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Advantage Proxy
P.O. Box 10904
Yakima, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Special Meeting. If you request any documents from MCAF, such documents will be mailed to you by first class mail, or another equally prompt means. Please be sure to include your complete name and address in your request.

If your MCAF Units or MCAF Common Stock are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

Please see the section titled “Where You Can Find More Information” to find out where you can find more information about MCAF, Pubco and the Company. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of MCAF, Pubco and the Company has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

i

Mountain Crest Acquisition Corp. IV
311 West 43rd Street, 12th Floor
New York, NY 10036
(646) 493-6558

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 30, 2023

TO THE STOCKHOLDERS OF MOUNTAIN CREST ACQUISITION CORP. IV:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Mountain Crest Acquisition Corp. IV, a Delaware corporation (“MCAF”), will be held on October30, 2023 at 10:30 AM Eastern Time. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the board of directors of MCAF (the “MCAF Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/mcacquisitioniv/sm2023. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. Stockholders may also listen to the Special Meeting using the following numbers:

Within the U.S. and Canada: 1-800-450-7155 (toll free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5389093#

The Special Meeting will be held for the following purposes:

1.to approve the merger (the “Merger”) of Ch-Auto Merger Sub Corp., a Delaware corporation and subsidiary of CH AUTO Inc., a Cayman Islands exempted company, with and into MCAF whereby MCAF will be the surviving corporation. The completion of the Reorganization, among other things, is a condition precedent to the Merger. This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.” Holders of MCAF Common Stock as of record date are entitled to vote on this proposal;

2.to approve, on a non-binding advisory basis, certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended Articles, as compared to MCAF’s current Certificate of Incorporation, which we refer to as the “Governance Proposals” or “Proposal No. 2;”

3.to approve the CH AUTO Inc. 2023 Equity Incentive Plan, which we refer to as the “2023 Plan Proposal” or “Proposal No. 3;”

4.to approve an amendment (the “NTA Requirement Amendment”) to the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 4”; and

5.to approve the adjournment of the Special Meeting in the event MCAF does not receive the requisite stockholder vote to approve any of the above Proposals. This proposal is called the “Adjournment Proposal” or “Proposal No. 5.”

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” It is important for you to note that if the Business Combination Proposal is not approved, then MCAF will not consummate the Business Combination. If MCAF does not consummate the Business Combination and fails to complete an initial business combination by January2, 2024 (unless such date has been extended), MCAF will be required to dissolve and liquidate.

As of September29, 2023 the record date of the Special Meeting of Stockholders, there were 3,314,491shares of MCAF Common Stock issued and outstanding and entitled to vote. Only MCAF stockholders who hold shares of record as of the close of business on September29, 2023 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. This proxy statement/prospectus is first being mailed to MCAF stockholders on or about October5, 2023. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding MCAF Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof.

ii

Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay to Advantage Proxy, P.O. Box 10904, Yakima, WA 98909 not later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by attending the Special Meeting in person and casting your vote by ballot or by submitting a written revocation to Advantage Proxy, that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The MCAF Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

By order of the Board of Directors,

/s/ Suying Liu

Suying Liu
Chief Executive Officer
Mountain Crest Acquisition Corp. IV

October5, 2023

iii

TABLE OF CONTENTS

	PAGE
HOW TO OBTAIN ADDITIONAL INFORMATION	i
NOTICE OF MEETING	ii
SELECTED DEFINITIONS	1
ABOUT THIS PROXY STATEMENT/PROSPECTUS	5
WHERE YOU CAN FIND MORE INFORMATION	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING	9
DELIVERY OF DOCUMENTS TO MCAF’S STOCKHOLDERS	18
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	19
SUMMARY/SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY	49
SUMMARY/SELECTED HISTORICAL FINANCIAL INFORMATION OF MCAF	51
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA	53
RISK FACTORS	57
SPECIAL MEETING OF MCAF STOCKHOLDERS	117
PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL	122
PROPOSAL TWO — GOVERNANCE PROPOSAL	140
PROPOSAL THREE — INCENTIVE EQUITY PLAN PROPOSAL	143
PROPOSAL FOUR — THE NTA REQUIREMENT AMENDMENT PROPOSAL	145
PROPOSAL FIVE — ADJOURNMENT PROPOSAL	147
CH-AUTO TECH’S BUSINESS	148
MCAF’S BUSINESS	183
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY	186
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MCAF	202
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	209
MCAF’S MANAGEMENT	227
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION	235
BENEFICIAL OWNERSHIP OF SECURITIES	240
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	245
U.S. FEDERAL INCOME TAX CONSIDERATIONS	249
DESCRIPTION OF PUBCO’S SHARE CAPITAL	258
FUTURE SHAREHOLDER PROPOSALS	276
SHAREHOLDER COMMUNICATIONS	277
ENFORCEMENT OF CIVIL LIABILITIES	278
LEGAL MATTERS	280
EXPERTS	280
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	280
INDEX TO FINANCIAL STATEMENTS	F-1
ANNEX A — AGREEMENT AND PLAN OF MERGER	A-1
ANNEX A-1 — AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER	A-1-1
ANNEX A-2 — AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER	A-2-1
ANNEX B — CH AUTO INC. SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION	B-1
ANNEX C — SPAC SUPPORT AGREEMENT	C-1
ANNEX D — COMPANY SUPPORT AGREEMENT	D-1
ANNEX E — COMPANY LOCK-UP AGREEMENT	E-1
ANNEX F — AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT	F-1
ANNEX G — CH AUTO INC. 2023 EQUITY INCENTIVE PLAN	G-1
ANNEX H — FORM OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MOUNTAIN CREST ACQUISITION CORP. IV	H-1

iv

SELECTED DEFINITIONS

“Actual Redemptions”	means the actual redemptions of (i) 2,432,520 MCAF’s shares in the amount of $24.5million in connection with the special meeting of MCAF’s stockholders held on December15, 2022, which redemption occurred on December21, 2022 and (ii) 1,810,489 MCAF’s shares in the amount of $18.6million in connection with a special meeting of MCAF’s stockholders held on June22, 2023.
“Ancillary Documents”	means each agreement, document, instrument and/or certificate entered into in connection with the Merger Agreement or therewith and any and all exhibits and schedules thereto.
“Business Combination”	means the transactions contemplated in the Merger Agreement, pursuant to which, among other things, MCAF, Pubco, Merger Sub and the Company intend to effect a merger of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation and a wholly owned subsidiary of Pubco.
“CAC”	means Cyberspace Administration of China.
“Cayman Companies Act”	means the Companies Act (As Revised) of the Cayman Islands, and any statutory amendment or re-enactment thereof.
“Circular 37 Filing”	means, with respect to an individual, filing the registration formalities pursuant to the provisions of “the Notice on Relevant Issues concerning Foreign Exchange Administration for Domestic Residents Engaging in Overseas Financing and Investing through Round-Trip Investment via Special Purpose Companies” (Hui Fa [2014] No. 37) and obtaining a foreign exchange registration receipt stamped by a competent bank as designated by the State Administration of Foreign Exchange or its competent local branch in the PRC, in each case with respect to the overseas direct investment to be made by such individual.
“Closing” or “Effective Time”	means the consummation and effective closing of the Merger.
“Combined Entity”	means Pubco after the consummation of the Business Combination.
“Company” or “CH-AUTO TECH”	means CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under the law of the Peoples Republic of China.
“Company Common Stock”	means (i) the common stock of the Company, if the Company is a company limited by shares under the Laws of the PRC, or (ii) the equity interest in the Company corresponding to RMB 1 of the registered capital of the Company, if the Company is a limited liability company under the Laws of the PRC.
“Company Reorganization Stockholders”	means each Company stockholder that participate in the Reorganization.
“Company Merger Consideration”	means the aggregate number of Class A Ordinary Shares and Class B Ordinary Shares that are issued to the Pubco Reorganization Shareholders and the Company Reorganization Stockholders.
“CSRC”	means the China Securities Regulatory Commission.
“Effective Date”	means the date this Registration Statement on Form F-4 is declared effective.
“EV”	means electric vehicles.
“Equityholder Allocation Schedule”	means the schedule the Company shall deliver to Pubco and MCAF five days before the Closing setting forth the names of each stockholder and such stockholder’s respective percentage interest in the Company Merger Consideration.

1

“Exchange Act”	means the Securities Exchange Act of 1934, as amended.
“Founders”	means collectively, Mr. Qun Lu, Mr. Kejian Wang, Mr. Yanmin Wu, Mr. Xiangchao Shen, Ms. Hua Yao and Mr. Baihui Sun.
“HFCA Act”	means the Holding Foreign Companies Accountable Act.
“ICEV”	means internal combustion engine vehicle.
“IFRS”	means the International Financial Reporting Standards.
“Insider Shares”	means the 1,647,500shares of MCAF Common Stock held or controlled by MCAF’s officers, directors, the Sponsor and any holder of its insider shares.
“Initial Stockholders”	means collectively all persons who own shares of MCAF Common Stock issued prior to the MCAF IPO.
“Maximum Redemption”	means the redemption scenario that assumes additional redemption of 1,207,563shares of MCAF common stock, for aggregate payment of approximately $12.1million from the Trust Account after the Actual Redemption.
“MCAF Charter”	means the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp. IV and Bylaws.
“MCAF Common Stock”	means the shares of common stock, par value $0.0001 per share of MCAF.
“MCAF IPO”	means the initial public offering of MCAF, which was consummated on July 2, 2021 and the related exercise of the underwriter’s over-allotment option which was consummated on July 6, 2021.
“MCAF Public Stockholders”	means collectively, all holders of MCAF Common Stock issued in the MCAF IPO, excluding the Sponsor and MCAF’s officers and directors to the extent that they hold such MCAF Common Stock.
“MCAF Right”	the right to receive one-tenth (1/10) of a share of MCAF Common Stock upon consummation of a business combination, included as a component of the MCAF Units.
“MCAF Units”	means the units issued in the MCAF IPO, each consists of (1) one share of MCAF Common Stock and (2) one MCAF Right.
“Merger”	means the merger of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation and a wholly owned subsidiary of Pubco.
“Merger Sub”	means Ch-Auto Merger Sub Corp., a Delaware corporation.
“Merger Agreement”	means that certain Agreement and Plan of Merger, dated April 30, 2022, as amended and restated on December23, 2022, and further amended on March1, 2023, respectively, and as may be amended, supplemented or otherwise modified from time to time, by and among MCAF, Pubco, Merger Sub and the Company.
“Minimum Redemption”	means the redemption scenario that assumes no shares of MCAF Common Stock are redeemed after the Actual Redemption.
“MIIT”	means the Ministry of Industry and Information Technology.
“MOFCOM”	means the Ministry of Commerce of the PRC.

2

“NextG Tech Convertible Debts”	means (1) a loan facility of US$3.0million extended by Steady Axis Limited, an affiliate of CBC, to the Company; and (2) a loan facility of US$1.5million (initially up to US$5.9million according to the Convertible Debt Agreement as of February17, 2023 but later the parties agree to reduce the amount to US$1.5million) extended by NextG Tech Limited, an affiliate of CBC, to the Company. On June2, 2023, CBC, Steady Axis Limited, NextG Tech Limited, Qiantu Motor USA Inc., Pubco and the Company entered into a share subscription agreement, pursuant to which the loan amount, in total, of US$4.5million received by the Company described above were converted into a total of 11,867,797shares of the Company Common Stock.
“NDRC”	means National Development and Reform Commission.
“ODI Approval”	means, with respect to an entity, a filing receipt issued by the competent local branch of the National Development and Reform Committee of the PRC, an overseas investment certificate issued by the competent local branch of the Ministry of Commerce of the PRC, a foreign exchange registration receipt stamped by a competent bank as designated by the State Administration of Foreign Exchange or its competent local branch in the PRC, in each case with respect to the overseas direct investment to be made by such entity.
“OEM”	means original equipment manufacturer.
“PCAOB”	means the Public Company Accounting Oversight Board.
“PIPE Financing”	means the potential private placement of Pubco’s Class A Ordinary Shares as contemplated in the Merger Agreement. As of the date of this proxy statement/prospectus, none of MCAF, Pubco and the Company has entered into any agreements with respect to the PIPE Financing.
“PRC” or “ China”	means the People’s Republic of China, excluding, for the purpose of this proxy statement/prospectus only, Taiwan.
“PRC Subsidiaries”	means all subsidiaries of the Company (and of the Pubco after the consummation of the Business Combination and the Reorganization) incorporated in the PRC, including without limitation the following principal subsidiaries: CH-AUTO Technology (Suzhou) Co., Ltd., Nanjing Qiantu Automobile Sales Co., Ltd., Qingdao Zuki Industrial Design Co., Ltd., Qiantu Automobile (Suzhou) Co., Ltd., Nanjing Qiantu Automotive Technology Co., Ltd., CH-Auto Automobile R&D Co., Ltd, WATTPACK Technology Co., Ltd., and Nanjing Qiantu Automobile Investment Management Co., Ltd.
“Pubco”	means CH AUTO Inc., a Cayman Islands exempted company.
“Pubco Class A Ordinary Share” or “Class A Ordinary Share”	means any class A ordinary share, par value $0.00001 per share, of CH AUTO Inc.
“Pubco Class B Ordinary Share” or “Class B Ordinary Share”	means any class B ordinary share, par value $0.00001 per share, of CH AUTO Inc.
“Pubco Ordinary Shares” or “Ordinary Shares”	means, collectively, the Pubco Class A Ordinary Shares and the Pubco Class B Ordinary Shares.
“Pubco Reorganization Shareholder”	means each of the Pubco shareholders who hold Class A Ordinary Shares prior to the Pubco Reverse Stock Split.
“Pubco Reverse Stock Split”	means the reverse stock split conducted by Pubco after the Effective Date and before the Effective Time.
“Public Shares”	means the MCAF Common Stock underlying the 5,750,000 MCAF Units sold in the MCAF IPO.
“RMB”	means Renminbi, the lawful currency of the PRC.
“SAFE”	means the State Administration of Foreign Exchange of the PRC

3

“SEC”	means the U.S. Securities and Exchange Commission.
“Securities Act”	means the Securities Act of 1933, as amended.
“Second Amended Articles”	means Pubco’s second amended and restated memorandum and articles of association.
“Sponsor”	means Mountain Crest Holdings IV LLC.
“Transactions”	means the transactions contemplated by the Merger Agreement and the Ancillary Documents.
“U.S. GAAP”	means accounting principles generally accepted in the United States of America.
“50% Redemption”	means the scenario that assumes additional redemption of 603,781shares of MCAF Common Stock, for aggregate payment of approximately $17.0million from the Trust Account as 50% of below maximum redemption after the Actual Redemption.

Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at RMB6.3726 to US$1.00, the noon buying rate on December30, 2021, or at RMB6.8972 to US$1.00, the noon buying rate on December30, 2022, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board. None of MCAF, Pubco and the Company makes representation that the Renminbi or U.S. dollar amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On September15, 2023, the noon buying rate for Renminbi was RMB7.2744 to US$1.00.

Unless otherwise stated, the calculation of beneficial ownership and share issuance of Pubco following the completion of the Business Combination assumes no adjustment to the Company Equity Valuation as set forth in the Merger Agreement and no issuance of (1) Pubco Ordinary Shares pursuant to the PIPE Financing or (2) Pubco Ordinary Shares upon the exercise of the assumed options of the Company, if any.

4

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by Pubco (File No. 333-270267) with the SEC, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the issuance of (1) the Class A Ordinary Shares to MCAF’s stockholders, (2) Class A Ordinary Shares in exchange for MCAF Rights, if the Business Combination is consummated, (3) Class A Ordinary Shares to the Pubco Reorganization Shareholders and (4) Class A Ordinary Shares to the Company Reorganization Stockholders (including the Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares issued to the Founders). This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which MCAF’s stockholders will be asked to consider and vote upon the Proposal to approve the Business Combination and the other Proposals being considered at the Special Meeting.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

5

WHERE YOU CAN FIND MORE INFORMATION

After the consummation of the Business Combination, Pubco will be a foreign private issuer and be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. MCAF files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read MCAF’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact MCAF’s proxy solicitor, Advantage Proxy at 877-870-8565 (toll free).

All information contained in this proxy statement/prospectus relating to MCAF has been supplied by MCAF, and all such information relating to Pubco, Merger Sub and the Company has been supplied by Pubco. Information provided by either of MCAF or Pubco does not constitute any representation, estimate or projection of the other party.

None of MCAF, Pubco, Merger Sub nor the Company has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of Pubco, MCAF and/or the Company and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company,” and “CH-AUTO TECH’s Business.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of MCAF, Pubco and the Company, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including: risks related to the ability to complete the proposed Business Combination due to the failure to obtain approval from MCAF stockholders or satisfy other closing conditions in the Merger Agreement; the amount of any redemptions by existing holders of MCAF Common Stock; the ability to recognize the anticipated benefits of the business combination, and other risks and uncertainties included under the header “Risk Factors” herein, in the final prospectus of MCAF for its initial public offering dated June 29, 2021 and its annual report on Form 10-K for the year ended December 31, 2021, and in MCAF’s other filings with the SEC.

The forward-looking statements are based on information available as of the date of such statement, and the current expectations of the management of MCAF and Pubco, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Accordingly, forward-looking statements should not be relied upon as representing the view of MCAF or Pubco as of any subsequent date.

In addition, statements that MCAF or Pubco “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of such statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either MCAF or Pubco has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by MCAF and the following:

•the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•the outcome of any legal proceedings that may be instituted against MCAF, the Company or others following announcement of the Business Combination and the transactions contemplated therein;

•the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the shareholders of MCAF or the Company or other conditions to closing in the Business Combination;

•the risk that the proposed transaction disrupts current plans and operations 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, the ability of Pubco and its subsidiaries to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•expectations regarding Pubco’s strategies and future financial performance, including Pubco’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends and acceptance, liquidity, cash flows and uses of cash, capital expenditures, and Pubco’s ability to invest in growth initiatives and pursue acquisition opportunities;

•anticipated trends, growth rates, and challenges in the EV industry in general and the markets in which Pubco operates;

•Pubco’s ability to stay in compliance with laws and regulations that currently apply or become applicable to its business in PRC, the United States and other international markets;

•costs related to the proposed Business Combination;

•the possibility that MCAF or Pubco may be adversely impacted by other economic, business, and/or competitive factors;

•future exchange and interest rates; and

•other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of MCAF, the Company and Pubco prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to the Company, MCAF, Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Pubco, the Company and MCAF undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

8

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

Q:What is the purpose of this document?

A:MCAF is proposing to consummate the Business Combination. The Business Combination consists of the Merger and the Reorganization, each of which are described in this proxy statement/prospectus. In addition, the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Business Combination will require the affirmative vote of the holders of a majority of the issued and outstanding MCAF Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof.

Q:What is being voted on at the Special Meeting?

A:Below are the Proposals that the MCAF’s stockholders are being asked to vote on:

1.The Business Combination Proposal to approve the Merger;

2.The Governance Proposals to approve, on a non-binding advisory basis, certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended Articles, as compared to MCAF’s current Certificate of Incorporation, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals;

3.The 2023 Plan Proposal to approve and adopt the CH AUTO Inc. 2023 Equity Incentive Plan;

4.The NTA Requirement Amendment Proposal to amend the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 4”; and

5.The Adjournment Proposal to approve the adjournment of the Special Meeting in the event MCAF does not receive the requisite stockholder vote to approve the above Proposals.

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding MCAF Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. As of the record date, 1,807,500shares held by the Initial Stockholders, or approximately 54.5% of the outstanding MCAF Common Stock, would be voted in favor of each of the Proposals.

Q:What will happen to my shares of MCAF Common Stock and MCAF Rights as a result of the Merger?

A.As of the Effective Time, the current equity holdings of the MCAF stockholders shall be exchanged as follows:

1.Each share of MCAF Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such MCAF Common Stock, Pubco shall issue to each MCAF stockholder (other than MCAF stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued Pubco Class A Ordinary Share, which shall be fully paid.

2.The holders of MCAF Rights (convertible into one-tenth (1/10) of one share of MCAF Common Stock) issued and outstanding immediately prior to the effective time of the Merger will obtain one Pubco Class A Ordinary Share in exchange for the cancellation of each ten (10) MCAF Rights; provided, however, that no fractional shares of Pubco Class A Ordinary Shares will be issued and all fractional Pubco Class A Ordinary Shares will be rounded down to the nearest whole share.

9

Q:Are there any material differences in my rights as a security holder of MCAF, as compared with as a security holder of Pubco?

A:Pubco’s authorized and issued share capital are divided into Class A Ordinary Shares and Class B Ordinary Shares. As a security holder of MCAF, you will receive Class A Ordinary Shares upon the completion of the Business Combination while Class B Ordinary Shares will be issued only to the Founders of the Company. Holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to fifteen votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Immediately upon the completion of the Business Combination, the Founders will beneficially own all of our Class B Ordinary Shares, representing approximately 30.8% of Pubco’s total issued and outstanding share capital and 87.0% of Pubco’s aggregate voting power, assuming Minimum Redemption scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” As a result of the dual-class voting structure and the concentration of ownership, the Founders will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of Pubco, which could have the effect of depriving other shareholders of the opportunity to receive a premium for their shares and may reduce the price of Pubco Class A Ordinary Shares after the completion of the Business Combination. For details, see “Risk Factors — Risks Relating to the Company — Risks Relating to Our Corporate Governance — Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.”

Q:Are any of the proposals conditioned on one another?

A:Yes, it is important for you to note that if the Business Combination Proposal is not approved, MCAF will not consummate the Business Combination. If MCAF does not consummate the Business Combination and fails to complete an initial business combination by January2, 2024 (unless such date has been extended), MCAF will be required to dissolve and liquidate. The Governance Proposals, the 2023 Plan Proposal and the NTA Requirement Amendment Proposal are conditioned upon the approval of the Business Combination Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:Why did MCAF add the NTA Requirement Amendment Proposal?

A:The NTA Requirement Amendment Proposal seeks to amend the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. As disclosed in MCAF’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, MCAF may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including (1) the company has net tangible assets of at least $5,000,001 (the “NTA Rule”) or (2) the company is listed on the Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Historically, SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. MCAF is proposing to amend its Charter to modify the NTA Requirement to expand its options to be excluded from the “penny stock” rules by amending its Charter to rely upon either the NTA Rule or the Exchange Rule. MCAF is asking its stockholders to vote on the NTA Requirement Amendment Proposal now, because based on the pro forma financial statements of the Combined Entity, the Combined Entity may not be able to satisfy the NTA Rule. Therefore, MCAF intends to rely on the Exchange Rule to not be deemed a penny stock issuer.

10

Q:Do any of MCAF’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:MCAF’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. On March 2, 2021, our Sponsor, purchased an aggregate of 1,437,500shares of MCAF Common Stock for an aggregate purchase price of $25,000 or approximately $0.017 per share. Simultaneously with the closing of the IPO, MCAF consummated a private placement of 195,000 units (the “Private Units”) at a price of $10.00 per Private Unit. Simultaneously with the sale of the over-allotment units in the IPO, MCAF consummated a private sale of an additional 15,000 Private Units to the Sponsor. If MCAF does not consummate the Business Combination by January2, 2024 (unless such date has been extended), MCAF will be required to dissolve and liquidate and the securities held by our Initial Stockholders, including the Sponsor, will be worthless because the Initial Stockholders have agreed to waive their rights to any liquidation distributions.

The exercise of MCAF’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in MCAF stockholders’ best interests.

Q:When and where is the Special Meeting?

A:The Special Meeting will take place on October30, 2023 at 10:30 a.m., Eastern Time. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the MCAF Board has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/mcacquisitioniv/sm2023. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. Stockholders may also listen to the Special Meeting using the following numbers:

Within the U.S. and Canada: 1-800-450-7155 (toll free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 5389093#

Q:Who may vote at the Special Meeting?

A:Only holders of record of MCAF Common Stock as of the close of business on September29, 2023, the record date of the Special Meeting, may vote at the Special Meeting. As of September29, 2023, there were 3,314,491 MCAF Common Stock outstanding and entitled to vote. Please see the section titled “Special Meeting of MCAF Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:What is the quorum requirement for the Special Meeting?

A:Shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting must be present in person or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. MCAF Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (1) is present and entitled to vote at the meeting, or (2) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Special Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:What vote is required to approve the Proposals?

A:Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding MCAF Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Since each of the Proposals requires the affirmative vote of a majority of the MCAF Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Q:How will the Initial Stockholders vote?

A:MCAF’s Initial Stockholders, who as of the record date, owned 1,807,500shares of MCAF Common Stock, or approximately 54.51% of the issued and outstanding MCAF Common Stock, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Business Combination Proposal and other related proposals.

11

The Initial Stockholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals. While the Initial Stockholders have agreed to vote their shares in favor of the Proposals, stockholders should consider that our Initial Stockholders may have interests that are different from, or in addition to, those of other stockholders, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate.

Q:What do I need to do now?

A:We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a MCAF stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:Do I need to attend the Special Meeting to vote my shares?

A:No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your MCAF Common Stock. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. MCAF encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:Am I required to vote against the Business Combination Proposal in order to have my MCAF Common Stock redeemed?

A:No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that MCAF redeem your MCAF Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the MCAF Common Stock are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of MCAF Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their MCAF Common Stock will be returned to them.

Q:How do I exercise my redemption rights?

A:If you are a public stockholder and you seek to have your shares redeemed, you must (1) demand, no later than 5:00 p.m., Eastern time on October26, 2023 (two business days before the Special Meeting), that MCAF redeem your shares for cash, and (2) submit your request in writing to MCAF’s transfer agent, at the address listed at the end of this section and deliver your shares to MCAF’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Special Meeting.

Any corrected or changed written demand of redemption rights must be received by MCAF’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of MCAF Common Stock as of the record date. Any public stockholder who holds MCAF Common Stock on or before October26, 2023 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30 floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

12

Q:How can I vote?

A:If you were a holder of record of MCAF Common Stock on September29, 2023, the record date for the Special Meeting, you may vote with respect to the Proposals in person at the Special Meeting, or by submitting a proxy by mail so that it is received prior to 10:30 a.m. Eastern Time on October30, 2023, in accordance with the instructions provided to you under the section titled “Special Meeting of MCAF Stockholders.”If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:No. Under Nasdaq rules, your broker, bank or nominee cannot vote your MCAF Common Stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. MCAF believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your MCAF Common Stock without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your MCAF Common Stock; this indication that a bank, broker or nominee is not voting your MCAF Common Stock is referred to as a “broker non-vote”. Your bank, broker or other nominee can vote your MCAF Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your MCAF Common Stock in accordance with directions you provide.

Q:What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:MCAF will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting of MCAF stockholders. For purposes of approval, an abstention will have the same effect as a vote “AGAINST” such Proposal with respect to the Business Combination Proposal and the Governance Proposals but will have no effect with respect to the 2023 Plan Proposal, the NTA Requirement Amendment Proposal or the Adjournment Proposal. You may redeem your shares of MCAF Common Stock if you abstain from voting. However, in the event you intend to redeem your shares we request that you vote for all of the Proposals.

Q:What happens if I sell my MCAF Common Stock before the Special Meeting?

A:The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your MCAF Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you would not be entitled to receive any Pubco Class A Ordinary Shares following the consummation of the Business Combination because only MCAF’s stockholders at the time of the consummation of the Business Combination will be entitled to receive Pubco Class A Ordinary Shares in connection with the Business Combination.

Q:Will I experience dilution as a result of the Business Combination?

A:Prior to the Business Combination, the MCAF public stockholders who hold shares issued in the IPO own approximately 47.0% of the outstanding shares of MCAF Common Stock. After giving effect to the Business Combination and to (1) the issuance of up to 1,506,991 Pubco Class A Ordinary Shares to the MCAF public stockholders in connection with the Merger and 575,000 Pubco Class A Ordinary Shares in connection with the Rights; (2) the issuance of 1,437,500 Pubco Class A Ordinary Shares to the Sponsor in exchange for the Insider Shares; (3) the issuance of 210,000 Pubco Class A Ordinary Shares to the Sponsor in exchange for the MCAF Common Stock included in the Private Placement Units and 21,000 Pubco Class A Ordinary Shares for the rights included in the Private Placement Units; (4) the issuance of 20,000 Pubco Class A Ordinary Shares to the MCAF founders converted from certain promissory notes; (5) the issuance of 89,096,171 Pubco Ordinary Shares in the Reorganization (assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement), including 58,913,241 Pubco Class A Ordinary Shares issued to the Reorganization Shareholders (other than the Founders), which include 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and 30,182,930 Pubco Class B Ordinary

13

Shares to be issued to the Founders; (6) the issuance of 188,750 Pubco Class A Ordinary Shares to the representative in the MCAF IPO in exchange for the 160,000 representative shares issued at the close of the IPO and 28,750 Pubco Class A Ordinary Shares in payment for 0.5% of the deferred underwriting fee owed to the Representative in connection with the IPO; (7) the issuance of an aggregate of 2,500,000 Pubco Class A Ordinary Shares to CBC and Revere as financial advisors and M&A consultants to the Business Combination; and (8) the issuance of 1,250,000 Class A Ordinary Shares to BHTIC in payment for the fee owed by MCAF to it for serving as due diligence consultant, MCAF’s current public stockholders will own approximately 4.1% of the issued share capital of Pubco assuming Minimum Redemption. The calculation is based on Minimum Redemption scenario and 21,000 Pubco Class A Ordinary Shares are issued upon conversion of the MCAF Rights included in the Private Placement Units. If any of MCAF’s public stockholders exercise their redemption rights, the anticipated percentage ownership of MCAF’s stockholders will be further reduced.

The following table summarizes the pro forma ownership of Pubco Ordinary Shares upon Closing of the Merger, under (1) Minimum Redemption scenario, (2) 50% Redemption scenario, and (3) Maximum Redemption scenario including all sources of dilution described above:

Equity Capitalization Summary	Minimum RedemptionScenario(1)			InterimRedemptionScenario(2)			Maximum RedemptionScenario(3)
	# of Shares	%		# of Shares	%		# of Shares	%
CH Auto Shareholders and Option Holders(4)	89,096,171	92.05	%	89,096,171	92.60	%	89,096,171	93.18	%
MCAF Initial Public Shareholders (including rights shares)(5)	2,081,991	2.15	%	1,478,210	1.54	%	874,428	0.92	%
MCAF Initial Shareholders (including rights shares)(6)	1,688,500	1.74	%	1,688,500	1.76	%	1,688,500	1.77	%
Representative Shares(7)	188,750	0.19	%	188,750	0.20	%	188,750	0.20	%
Advisors Shares(8)	3,750,000	3.87	%	3,750,000	3.90	%	3,750,000	3.93	%
Total Pubco Ordinary Shares	96,805,412	100.00	%	96,201,631	100.00	%	95,597,849	100.00	%

____________

(1)Under Minimum Redemption scenario, assumes redemptions of zero shares of MCAF Common Stock after the Actual Redemption.

(2)Under 50% Redemption scenario, assumes additional redemption of 603,781shares of MCAF Common Stock, for aggregate payment of approximately $6.0million from the Trust Account as 50% of below maximum redemption after the Actual Redemption.

(3)Under Maximum Redemption scenario, assumes additional redemption of 1,207,563shares of MCAF common stock, for aggregate payment of approximately $12.1million from the Trust Account after the Actual Redemption.

(4)Including 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Convertible Debts.

(5)Under the Minimum Redemption Scenario, Interim Redemption Scenario and Maximum Redemption Scenarios, assumes that 1,506,991, 903,210 and 299,428 shares of MCAF Common Stock remain outstanding and are converted into Class A Ordinary Shares and in each scenario, an additional 575,000 Class A Ordinary Shares are issued in connection with the outstanding public rights.

(6)The MCAF Initial Shareholders includes sponsor and the directors of MCAF and the shares presented consist of the 1,437,500 Insider Shares that are converted into Class A Ordinary Shares, 210,000 Class A Ordinary Shares issued in exchange for the MCAF Common Stock included in the Private Placement Units, 21,000 Class A Ordinary Shares issued in exchange for the shares of MCAF Common Stock issued in connection with the outstanding rights included in the Private Placement Units and 20,000 Class A Ordinary Shares to the MCAF founders converted from certain promissory notes.

(7)Consists of 160,000 Class A Ordinary Shares to be issued in exchange for the MCAF Common Stock issued to the Representative in connection with the MCAF IPO and 28,750 Class A Ordinary Shares to be issued in exchange for the 28,750shares of MCAF Common Stock that will be issued to the Representative at the Closing of the Business Combination in partial payment for the deferred underwriting compensation owed to the Representative in connection with the IPO.

(8)Consists of 1,875,000 Class A Ordinary Shares to be issued to CBC in payment for financial advisory services rendered to the Company, 625,000 Class A Ordinary Shares to be issued to Revere in payment for financial advisory services to the Company and 1,250,000 Class A Ordinary Shares to be issued to BHTIC in payment for the due diligence consulting fee owed to it by MCAF.

14

Q:Are the Company’s shareholders required to approve the Reorganization?

A:Yes. The Company’s shareholders’ approval of the Reorganization is required to consummate the Business Combination. Either the Company or the MCAF can terminate the Merger Agreement if the Business Combination fails to be completed by July2, 2023, or later as agreed by the parties to the Merger Agreement (the “Outside Date”).

Q:Is the consummation of the Business Combination subject to any conditions?

A:Yes. The obligations of each of MCAF, the Company, Merger Sub and Pubco to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Merger Agreement” in this proxy statement/prospectus.

Q:Are any of the conditions waivable by the parties?

A:Yes. The parties may elect to waive conditions to closing to the extent it would still be legally permissible to proceed with the Business Combination. For example, if MCAF stockholders do not approve the Business Combination it cannot be consummated. However, while it is a condition to closing that the shares be approved for trading on Nasdaq, if such listing could not be obtained, the parties could decide to proceed with the Business Combination and waive this condition. The MCAF Board will have the power to waive any conditions that may be waived in its sole judgment even if MCAF stockholders have already approved the Business Combination For additional information see the section titled “Proposal One — The Business Combination Proposal — Conditions to Close.”

Q:Can I change my vote after I have mailed my proxy card?

A:Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Special Meeting. If you hold your MCAF Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

Q:Should I send in my stock certificates now?

A:MCAF’s stockholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Special Meeting. Please see the section titled “Special Meeting of MCAF Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:When is the Business Combination expected to occur?

A:Assuming the requisite stockholder approvals are received, MCAF expects that the Business Combination will occur as soon as practicable following the Special Meeting, but only after the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with respect to the Merger. However, either the Company or MCAF can terminate the Merger Agreement if the Business Combination fails to be completed by July2, 2023, or later as agreed by the parties to the Merger Agreement. The Company has agreed to advance to MCAF the aggregate amount of $750,000 in two payments to fund payment of the expenses incurred, including the extension payment to be deposited into the Trust Account, in connection with an extension of the period of time for MCAF to consummate the Business Combination and for MCAF’s working capital.

15

Q:Who will manage Pubco?

A:We expect that after the consummation of the Business Combination Mr. Qun Lu will act as our Chief Executive Officer, Chief Financial Officer and Chairman of the board of directors and Mr. Kejian Wang will act as our Chief Operating Officer and Chief Technology Officer. For more information on Pubco’s anticipated management, see the section titled “Management Following the Business Combination” in this proxy statement/prospectus.

Q:What happens if the Business Combination is not consummated?

A:If the Business Combination is not consummated, MCAF may seek another suitable business combination. If MCAF does not consummate a business combination by January2, 2024 (or extended as previously described), then pursuant to Article 6 of its amended and restated certificate of incorporation, MCAF’s officers must take all actions necessary in accordance with the General Corporation Law of Delaware to dissolve and liquidate MCAF as soon as reasonably practicable. Following dissolution, MCAF will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of MCAF Common Stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of MCAF Common Stock would be paid at liquidation would be approximately $10.73 per share for stockholders based on amounts on deposit in the trust account as of June30, 2023, before deducting the payment of taxes. The closing price of MCAF Common Stock on Nasdaq as of June30, 2023 was $10.55.

The Sponsor and other Initial Stockholders have waived their right to receive distributions with respect to any shares of MCAF Common Stock held by them upon the liquidation of the Trust Account, if MCAF is unable to consummate an initial business combination within the required time period and have also waived their redemption rights in connection with the consummation of the Business Combination. No person was paid any consideration in exchange for these waivers.

Q:What happens to the funds deposited in the Trust Account following the Business Combination?

A:Following the closing of the Business Combination, holders of MCAF Common Stock exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds after payment of expenses will be released to Pubco and utilized to fund working capital needs of Pubco. As of June30, 2023, there was approximately $16.18million in the Trust Account. MCAF estimates that approximately $10.73 per outstanding share issued in the IPO will be paid to the public investors exercising their redemption rights, before deducting the payment of taxes. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the Combined Entity.

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

A:In the event that a U.S. Holder elects to redeem its MCAF Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of MCAF Common Stock under Section 302 of the Internal Revenue Code (the “Code”). If the redemption qualifies as a sale or exchange of MCAF Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in MCAF Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for MCAF Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. It is unclear, however, whether the redemption rights with respect to MCAF Common Stock have suspended the applicable holding period for this purpose. The deductibility of capital losses is subject to limitations. See the section titled “U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Q:Will holders of MCAF Common Stock or MCAF Rights be subject to U.S. federal income tax on the Pubco Class A Ordinary Shares received in the Business Combination?

A:Subject to the limitations and qualifications described in the section of this proxy statement/prospectus titled “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination,” the parties to the Merger intend that the Merger qualify as a tax-free exchange for U.S. federal income tax purposes. The requirements for tax-free treatment are complex and qualification for such treatment

16

could be adversely affected by events or actions that occur following the Business Combination that are beyond MCAF and Pubco’s control. To the extent the Business Combination does not so qualify, it could result in the imposition of substantial taxes to the holders of MCAF Common Stock and MCAF Rights.

Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. person is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied in the case of the Business Combination.

Provided that the Merger qualifies as a tax-free exchange pursuant to Section 351 of the Code, the additional requirements for tax-free treatment under Section 367(a) of the Code are satisfied, and, in the case of U.S. Holders of MCAF Rights, such MCAF Rights are treated for U.S. federal income tax purposes as exchanged with Pubco for Pubco Class A Ordinary Shares (instead of Pubco being treated as satisfying MCAF’s obligations under the MCAF Rights with Pubco Class A Ordinary Shares), a U.S. Holder will generally not recognize gain or loss with respect to the exchange of MCAF Common Stock or MCAF Rights for Pubco Class A Ordinary Shares pursuant to the Merger and such U.S. Holder’s (1) tax basis in its Pubco Class A Ordinary Shares received in the Merger will generally equal the adjusted tax basis of MCAF Common Stock or MCAF Rights surrendered in exchange therefor and (2) holding period for the Pubco Class A Ordinary Shares will generally include the period during which such U.S. Holder held MCAF Common Stock or MCAF Rights.

The tax consequences of the Merger are complex and will depend on your particular circumstances. For a more detailed discussion of certain U.S. federal income tax consequences of the Merger and the Business Combination, see the section titled “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:Who can help answer my questions?

A:If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact MCAF’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

You may also obtain additional information about MCAF from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

17

DELIVERY OF DOCUMENTS TO MCAF’S sTOCKholders

Pursuant to the rules of the SEC, MCAF and vendors that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus, unless MCAF has received contrary instructions from one or more of such stockholders. Upon written or oral request, MCAF will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that MCAF deliver single copies of this proxy statement/prospectus in the future. Stockholders may notify MCAF of their requests by contacting our proxy solicitor as follows:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

18

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Merger Agreement, the Business Combination and the other matters being considered at the Special Meeting of the stockholders of Mountain Crest Acquisition Corp. IV. For additional information, see “How to Obtain Additional Information” beginning on page i, and “Where You Can Find More Information” beginning on page 6. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Business Combination

Mountain Crest Acquisition Corp. IV

Mountain Crest Acquisition Corp. IV (“MCAF”) was incorporated in Delaware on March 2, 2021. MCAF was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that MCAF has not yet identified.

On July 2, 2021, MCAF consummated the Initial Public Offering of 5,000,000 units (the “Units”) and, with respect to the shares of MCAF Common Stock included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $50,000,000.

Simultaneously with the closing of the Initial Public Offering, MCAF consummated the sale of 195,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Holdings IV LLC (the “Sponsor”) and Network 1 Securities, Inc. generating gross proceeds of $1,950,000.

Following the closing of the Initial Public Offering on July 2, 2021, an amount of $50,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by MCAF, until the earlier of: (1) the consummation of a business combination or (2) the distribution of the funds in the Trust Account as described below.

On July 6, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, MCAF also consummated the sale of an additional 15,000 Private Placement Units at $10.00 per Private Placement Units, generating total proceeds of $150,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000.

In accordance with MCAF’s Charter, the amounts held in the Trust Account may only be used by MCAF upon the consummation of a business combination, except that there can be released to MCAF, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and MCAF’s liquidation. MCAF executed the Agreement and Plan of Merger on April 30, 2022, the Amended and Restated Agreement and Plan of Merger on December23, 2022 and the Amendment to the Amended and Restated Agreement and Plan of Merger dated March1, 2023, and it must liquidate unless a business combination is consummated by January2, 2024 (unless such date has been extended).

MCAF’s Common Stock, MCAF Rights and MCAF Units are currently listed on the Nasdaq Capital Market under the symbols “MCAF,” “MCAFR” and “MCAFU,” respectively. The MCAF Units commenced trading on the Nasdaq Stock Market on July 2, 2021, and the MCAF Common Stock and MCAF Rights commenced separate trading from the Units on July 28, 2021.

The mailing address of our principal executive office is 311 West 43rd Street, 12th Floor, New York, NY 10036. Our telephone number is (646) 493-6558.

19

CH AUTO Inc. (“Pubco”)

CH AUTO Inc. is an exempted company incorporated in the Cayman Islands with limited liability on January 25, 2022 for the purpose of effecting the Business Combination and will serve as the publicly traded parent company of the Company following the Business Combination. As of the date of this proxy statement/prospectus, the Reorganization has not been completed and there is no direct equity ownership between Pubco and the Company.

CH-AUTO TECHNOLOGY CORPORATION LTD.

CH-AUTO TECHNOLOGY CORPORATION LTD. (the “Company” or “CH-AUTO TECH”) is a limited liability company incorporated in China on July 9, 2012. The Company designs, develops, manufactures and sells fully electric vehicles and vehicle components and offer automotive design service to major auto brands. The Company is among the 16 automobile manufacturers in China that have obtained the “dual qualifications” (i.e., registration with the NDRC for new energy passenger vehicle production and qualification for automobile manufacturing enterprises approved by the MIIT) for manufacturing EVs, as of the date of this proxy statement/prospectus. The Company also owns its sales and sells EVs directly to customers through its online platforms. The Company focuses on lightweight materials, affordable customization, user safety, and EV performance when it designs and manufactures its products. The Company strives to create an affordable and enjoyable driving experience for its customers.

The Company’s automotive design experience can be traced back to 2003, when its core management started the automotive design service through Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd. The Company’s executive team has led the development of numerous automobile models for major mainstream Chinese auto brands, such as Geely, Chery, FAW and GAC.

With a decade of operations in the automotive design business, the Company accumulated a rich repertoire of proprietary technologies and industry know-how, and established a self-owned EV brand, Qiantu, in 2015. The Company released its first EV model K50, a luxury all-electric super sports car, in 2018 and its second EV model K20, an affordable urban EV, in June 2022. As of the date of this proxy statement/prospectus, the Company has manufactured 209 and delivered 138 units of K50 vehicles and received approximately 32,000 non-binding pre-sale orders for K20 vehicles.

Pubco intends to fund the operations of the Company, mainly the volume manufacturing and delivery of K50 and K20, through raising US$55million to US$205million proceeds from public offering or private placement of its securities. Capital investment required of resuming K50 volume manufacturing is less than that required of commencing K20 volume manufacturing, as the Company already possesses the molds and equipment needed for K50 volume manufacturing and only needs to resume K50 volume manufacturing by repaying its liabilities owed to suppliers and hiring more workers working on manufacturing lines, while the Company still needs to procure necessary facilities required of K20 manufacturing. Moreover, as K50 is a luxury all-electric super sports car, for each K50 order the Company receives, the Company typically collects deposit equal to 50% of the total vehicle sales price, which provides further financial support to commence the manufacturing of such order. The Company plans to, on the other hand, only collect RMB5,000 or around US$750 for each K20 pre-order, which is immaterial compared to the expenditures involved in K20 manufacturing. Consequently, the Company expects to first resume its normal operations by resuming the volume delivery of K50 within three to six months after receiving an estimated proceed of US$55million (or less if the Company receives the equivalent capital through K50’s order deposits). After the Company resumes the K50 volume manufacturing, and based on our rough estimate, we need to raise at least another US$100million in order to launch our K20 product lines. However, if the Company is able to raise more than US$55million but less than US$155million in total, we can start the procurement of materials and equipment for our K20 product lines (which takes about two months to complete) and if we have more capital, we can start to build the vehicle body assembly and welding production lines for K20 (which takes about six months to complete the construction) and conduct the internal testing (which takes about another two months) before K20 production lines can be officially put into use. We expect to commence the volume delivery and fulfill the non-binding pre-sale orders for K20 within six months after the official launch of K20 product lines. Although the deposit of K20 is nominal, the volume delivery of K20 does not require further financing through public offering or private placement of our securities; instead, we plan to manufacture our K20 orders through the supply chain financing. Therefore, as long as the K20 production lines can officially launch, the Company will be able to deliver K20 in volume and fulfill any order we receive provided that the orders we receive do not exceed our annual production capacity. After the Company starts to deliver K20 in volume, and if the Company will be able to raise another US$50million through financing activities, the Company expects to release its next EV model, K25, in six months after receiving such financing. In light of the above analysis, we anticipate delivering 200 units of K50 in 2023 if we can obtain at least US$55million either through public offering or private placement of our securities or through K50 orders’ deposits, and we do not expect to commence delivery of K20 in 2023.

20

The Company currently continues its efforts to raise capital for its business on reasonable terms through additional equity offerings or debt financing or additional bank facilities. However, there can be no assurance that the Company or Pubco can obtain the capital resources to fund its operation, in particular the delivery of K20 and other future models, as anticipated or at all. In addition, following the Business Combination, Pubco’s ability to raise capital is subject to a variety of risks and uncertainty. Consequently, any delay or failure in accomplishing the financing plan will significantly delay resuming the volume manufacturing and delivery of K50, delay or even discontinue the roll-out plan of K20, and further materially and adversely affect Pubco’s business, financial condition and results of operations.

The mailing address of the Company’s principal executive office is 6th Floor, Building C, Shunke Building, Shunyi District, Beijing, China 101200, and its telephone number is (86)-10-8140-6666.

Ch-Auto Merger Sub Corp.

Ch-Auto Merger Sub Corp. (“Merger Sub”) is a newly formed Delaware corporation and a wholly owned subsidiary of Pubco. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Pubco.

Organizational Structure

The following diagram sets forth Pubco’s corporate structure, including Pubco’s principal subsidiaries upon completion of the Business Combination and the Reorganization, assuming Minimum Redemption scenario. Pubco’s corporate structure does not, and will not contain variable interest entities immediately upon completion of the Business Combination.

____________

(1)Pubco’s authorized and issued share capital is expected to be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to fifteen votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Shares by a holder to any person who is not a Founder or an affiliate of such Founder, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not a Founder or an affiliate of such Founder, such Class B Ordinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares.

21

(2)As a part of the HK Share Purchase, each shareholder of the Company may elect to exchange its shares in the Company for Pubco Class A Ordinary Shares, which would allow Pubco to indirectly own, through CCHG Automobile Technology Co., Ltd., CH-Auto (Hong Kong) Limited (“CH-Auto HK”), and a then-established wholly-owned PRC subsidiary of CH-Auto HK (the “Holding Company”), the corresponding shares in the Company exchanged by such shareholder of the Company. As of the date of this proxy statement/prospectus, stockholders of the Company (including the Entrusting Stockholders) holding an aggregate of 71.2769% voting rights of all the outstanding shares of the Company entitled to vote, have agreed to exchange their stocks of the Company for Pubco Ordinary Shares, entitling Pubco to own, directly or indirectly, 38.9733% of the total issued and outstanding equity interests in the Company on a fully-diluted basis, after giving effect to the shares of the Company issued pursuant to the NextG Tech Convertible Debts.

(3)28.7231% of the shares and voting rights thereof in the Company will be held by its existing shareholders who choose not to participate in the Reorganization (“non-participating stockholders”) as of the date of this proxy statement/prospectus. Pubco will need to account their shareholding in the Company of 28.7231%, calculated by dividing shares owned by such non-participating stockholders in the Company by the then-issued and outstanding shares of the Company, as non-controlling interest upon the consummation of Business Combination. Their election will lead to a decrease in the number of ordinary shares outstanding and additional paid-in capital proportional to the percentage of equity interest controlled by such shareholders in the Company prior to the Business Combination in the pro forma financial statements.

(4)Reorganization Shareholders will own, directly or indirectly, 38.9733% of the total issued and outstanding equity interests in the Company on a fully-diluted basis, after giving effect to the shares of the Company issued pursuant to the NextG Tech Convertible Debts; however, the voting and economic rights of such shares will be entrusted to the Holding Company, pursuant to the Voting Rights Proxy Agreement and the Economic Rights Transfer Agreement, entitling the Holding Company to hold an aggregate of 71.2769% voting rights of all the outstanding shares of the Company entitled to vote.

(5)The holder of forty percent (40%) of equity interests in Qingdao Zuki Industrial Design Co., Ltd. is Zuki Holdings (HK) Limited, which is a company with limited liability incorporated under the laws of Hong Kong. Zuki Holdings (HK) Limited is not affiliated with the Company, Pubco or MCAF.

Equity Pledge and Judicial Freezing

As of the date of this proxy statement/prospectus, there are in total 978,917,397shares of Company Common Stock issued and outstanding on a fully diluted, including the Company Common Stock issued pursuant to the NextG Tech Convertible Debts. Specifically,

•Non-participating stockholders collectively own a total of 281,175,062shares of Company Common Stock, accounting for 28.7231% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis; and

•Company Reorganization Stockholders collectively own a total of 697,742,335shares of Company Common Stock, accounting for 71.2769% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis, after giving effect to the shares of the Company Common Stock to be issued pursuant to the NextG Tech Convertible Debts. Among the Company Common Stock owned by the Company Reorganization Stockholders:

•The Company Reorganization Stockholders who are also Entrusting Stockholders collectively own a total of 355,358,966 out of 697,742,335shares of Company Common Stock, accounting for 36.3012% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis;

•A total of 229,451,760 out of 355,358,966shares of Company Common Stock owned by certain Entrusting Stockholders are currently under equity pledge and judicial freezing, accounting for 23.4393% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis.

As mentioned above, certain shares of Company Common Stock held by certain Entrusting Stockholders were pledged to the Company’s creditors for certain secured loans. Additionally, certain shares of the Company Common Stock held by certain Entrusting Stockholders are currently under judicial freezing due to such shareholders’ default on payments of certain shareholder arbitrations (the “Shareholder Arbitrations”). The Company is actively negotiating with its creditors and the claimants of the Shareholder Arbitrations regarding the repayment terms, and the court auction process in China typically takes six to twelve months. As a result, as of the date of this proxy statement/prospectus, the Company does not expect that, prior to the consummation of the Business Combination, (1) its creditors will exercise equity pledge or that (2) shares subject to judicial freezing will be auctioned off. The Holding Company will be prohibited from receiving the dividends derived from such pledged shares of Company Common Stock without the consent of the pledgees. For such shares of Company Common Stock under equity judicial freezing, paying dividends are prohibited unless such shares of Company Common Stock are released from judicial freezing.

22

As mentioned above, the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, and (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in the Company, in order to satisfy the condition precedent of the Merger Agreement. Additionally, the Company’s articles of association provide that its ordinary resolutions shall be adopted by more than 50% of the voting rights held by its stockholders while its special resolutions require more than 66.6667% (or two thirds). In light of the condition precedent pursuant to the Merger Agreement and the Company’s articles of association, and assuming that (1) the Company Reorganization Stockholders and the number of shares of Company Common Stock (including the Exercised Shares defined below) owned by the Company Reorganization Stockholders remain the same prior to the closing of the Business Combination and (2) the total issued and outstanding shares of Company Common Stock on a fully diluted basis remain the same prior to and after the closing of the Business Combination, the exercise of the equity pledge and auction of judicial freezing will have the following impacts:

Prior to the closing of the Business Combination:

•If the equity pledge and judicial freezing are partially exercised or auctioned off with respect to up to 573,028 out of 229,451,760shares of the Company Common Stock (“Exercised Shares”) prior to the completion of the Reorganization and the Business Combination, Ch-Auto HK will be able to direct the voting rights and economic rights of 697,169,307shares of the Company Common Stock, which takes at least 71.2184% of all the outstanding shares of the Company entitled to vote and therefore the condition precedent of the Merger Agreement can still be satisfied. In this regard, Pubco will issue at least 89,023,000 Ordinary Shares (equal to the shares of Company Common Stock owned by the Company Reorganization Stockholders minus the Exercised Shares and then multiply by the Conversion Ratio) to the Company Reorganization Stockholders upon the consummation of the Reorganization and the remaining 281,175,062shares representing 28.7231% voting rights thereof in the Company will be held by the non-participating stockholders and the holders of Exercised Shares. Pubco will need to account their shareholding in the Company of 28.7231%, calculated by dividing shares owned by such non-participating stockholders and the holders of Exercised Shares by the then-issued and outstanding shares of the Company, as non-controlling interest upon the consummation of Business Combination.

•If there are less than 45,130,737 but more than 573,028 Exercised Shares prior to the completion of the Reorganization and the Business Combination, Ch-Auto HK will be able to direct the voting rights and economic rights of at least 652,611,598shares of the Company Common Stock, which takes at least 66.6667% (or two thirds) of all the outstanding shares of the Company entitled to vote. Pursuant to the current articles of association of the Company, the auditor of the Company determines that the Holding Company shall have ability to direct, directly or indirectly, at least 66.6667% (or two thirds) of the voting rights of all outstanding equity securities of the Company entitled to vote to be able to consolidate the result of operations of the Company under the then applicable accounting standards. In the event that the Holding Company directs, directly or indirectly, more than 66.6667% (or two thirds) of the voting rights but less than 71.2184% of all outstanding equity securities of the Company entitled to vote, the condition precedent under the Merger Agreement that the Reorganization (as defined therein) shall be consummated will not be met, and SPAC is not obligated to effect and close the Merger, unless SPAC elects to waive this closing condition. If SPAC elects to waive this closing condition and the Business Combination thus can be consummated, Pubco will issue at least 83,333,333 Ordinary Shares (equal to the shares of Company Common Stock owned by the Company Reorganization Stockholders minus the Exercised Shares and then multiply by the Conversion Ratio) to the Company Reorganization Stockholders upon the consummation of the Reorganization and the remaining no less than 326,305,799shares representing up to 33.3333% (or one third) voting rights thereof in the Company will be held by the non-participating stockholders and the holders of Exercised Shares. Pubco will need to account their shareholding in the Company of up to 33.3333% (or one third), calculated by dividing shares owned by such non-participating stockholders and the holders of Exercised Shares by the then-issued and outstanding shares of the Company, as non-controlling interest upon the consummation of Business Combination.

•If there are more than 45,130,737 Exercised Shares, the Holding Company may only (1) have ability to direct, directly or indirectly, as little as 47.1306% of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, as little as 47.1306% of the economic rights of all the outstanding equity securities in the Company, and (3) own, directly or indirectly, as little as 38.2662% of

23

the then-issued and outstanding equity interest in the Company. In this regard, the condition precedent for closing the Business Combination under the Merger Agreement will not be satisfied and the auditor of Pubco will determine that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards. Consequently, we will not be able to consummate the Business Combination.

Following the closing of the Business Combination:

•If there are up to 45,130,737 Exercised Shares following the completion of the Business Combination, the Holding Company will (1) have ability to direct, directly or indirectly, at least 66.6667% (or two thirds) of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, at least 66.6667% (or two thirds) of the economic rights of all the outstanding equity securities in the Company, and (3) own, directly or indirectly, at least 38.2662% of the then-issued and outstanding equity interest in the Company. According to the auditor of Pubco, the results of operations of the Company can still be consolidated with those of Pubco under the then applicable accounting standards, and the remaining 33.3333% of the shares and voting rights in the Company will be recorded as non-controlling interest.

•If there are more than 45,130,737 Exercised Shares following the completion of the Business Combination, Pubco will hold less than 66.6667% (or two thirds) of the outstanding securities of the Company through the Holding Company. Consequently, the auditor of Pubco may determine that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards. As a result, the value of Pubco’s securities may decline significantly and become worthless, and Pubco may be unable to meet the continuous listing requirement of Nasdaq.

In case that the auditor of Pubco determines that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards after the consummation of the Business Combination, Pubco will become a public shell company with no substantive operations, the share price of Pubco may decline significantly and become worthless. Pubco may be unable to meet (1) the total assets/revenue standard under Rule 5450(b)(3)(A) of the Nasdaq Listing Rules, (2) market value standard as to its publicly held shares under Rule 5450(b)(1)(C), Rule 5450(b)(2)(C) or Rule 5450(b)(3)(C) of the Nasdaq Listing Rules, or (3) minimum bid price standard under Rule 5450(a) of the Nasdaq Listing Rules.

Holding Company Structure

Pubco will be a holding company with no material operations of its own upon the completion of the Business Combination. Pubco will conduct its operations primarily through the Company and its subsidiaries in mainland China and Hong Kong. As a result, Pubco’s ability to pay dividends depends upon dividends paid by the Company and its subsidiaries in mainland China and Hong Kong. If the Company and its PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to the Pubco.

In addition, the Company and its PRC subsidiaries are permitted to pay dividends to the Pubco only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The Company and its PRC subsidiaries did not have aggregate retained earnings as determined under PRC accounting standards as of December31, 2023. Pursuant to the Company Law of the People’s Republic of China (the “PRC Company Law”), the Company and its PRC subsidiaries are required to contribute of at least 10% of their after-tax profits calculated in accordance with the PRC GAAP to the statutory common reserve. Contribution is not required if the reserve fund has reached 50% of the registered capital of the Company and its PRC subsidiaries. Statutory reserves are not distributable as cash dividends except in the event of liquidation. As of December31, 2023, the Company and its PRC subsidiaries had no restricted amount under the reserve fund. As of December31, 2022, the Company had an accumulated deficit of approximately US$686.6million.

In 2021 and 2022, the Company and its PRC subsidiaries did not pay dividends or make distributions. As of the date of this proxy statement/prospectus, neither Pubco nor any of its subsidiaries has ever paid dividends or made distributions. Going forward, Pubco intends to use profit generated from its business operations to invest in new markets or business lines.

The structure of cash flows within the Pubco’s organization, and the applicable regulations, are as follows. After foreign investors’ funds enter into Pubco upon the completion of the Business Combination, subject to the cash demand of our PRC subsidiaries, funds can be transferred to the Company and its wholly owned Hong Kong subsidiaries, which will further distribute the funds to the PRC Subsidiaries. After the completion of the Reorganization, if Pubco intends to

24

distribute dividends, its PRC Subsidiaries will transfer the dividends to the Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then its Hong Kong subsidiaries will transfer the dividends all the way up to Pubco, and the dividends will be distributed from Pubco to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross-border transfer of funds within Pubco’s corporate group under its direct holding structure must be legal and compliant with relevant laws and regulations of China. As an offshore holding company, Pubco is permitted under PRC laws and regulations to provide funding to the Company and the other PRC Subsidiaries only through loans or capital contributions after the completion of the Reorganization, subject to applicable government reporting, registration and approvals. For details about the applicable PRC rules that limit transfer of funds from overseas to the Company and the PRC Subsidiaries, see “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China — PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from using offshore funds to make loans or additional capital contributions to our PRC subsidiaries.”

Pubco’s subsidiaries transfer cash to each other through daily operations, including working capital and loans between companies. The cross-border transfer of funds within Pubco’s corporate group is subject to the currency exchange controls imposed by the PRC government.

RMB is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of the PRC Subsidiaries to use their potential future RMB revenues to pay dividends to Pubco after the completion of the Reorganization. The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of mainland China. Shortages in availability of foreign currency may then restrict the ability of the PRC Subsidiaries to remit sufficient foreign currency to its offshore entities for such offshore entities to pay dividends or make other payments or otherwise to satisfy Pubco’s foreign-currency-denominated obligations. In the future, SAFE and other relevant PRC governmental authorities may limit or eliminate the PRC Subsidiaries’ ability to purchase foreign currencies to settle transactions. The PRC government may continue to strengthen its capital controls, and additional restrictions and substantial vetting processes may be instituted by SAFE for cross-border transactions. Any existing and future restrictions on currency exchange may limit Pubco’s ability to utilize revenue generated in RMB to fund its business activities outside of PRC, pay dividends in foreign currencies to holders of its securities or to provide foreign currency through debt or equity financing for its PRC subsidiaries. See “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China — Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition” and “— Restrictions on the remittance of RMB into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment” for a detailed discussion of the Chinese legal restrictions on the payment of dividends and the ability to transfer cash within Pubco’s corporate group.

Going Concern

The Company has historically been incurring losses from our operations. The Company incurred a net loss of US$67.6million and US$130.1million in 2021 and 2022, respectively. In addition, the net cash used by the Company in operating activities was approximately US$20.1million and US$7.3million in 2021 and 2022, respectively. The combination of operating losses in 2021 and 2022, cash expected to be used in operating activities in the future, uncertain conditions relating to additional capital raises and continued revenue growth created uncertainty about the Company’s ability to continue as a going concern. The Company has historically depended on financing from third-party investors to support its operations. The Company’s future operations are dependent upon equity or debt financing and its ability to generate profits through operations at an indeterminate time in the future. The Company cannot assure that it will be successful in completing an equity or debt financing or in achieving or maintaining profitability in the near term. The Company’s financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

As of December31, 2021 and 2022, the Company had a total of US$153.8million and US$94.6million, respectively, in short-term or long-term borrowings from commercial banks and other third parties. These borrowings have a term of one to ten years and weighted average interest rates of 7.31% and 8.49% per annum as of December31, 2021 and 2022, respectively. As of December31, 2022, an aggregate amount of US$19.4million was under default. As of December31, 2021 and 2022, the Company had current liabilities of US$424.0million and US$355.8million,

25

respectively, and non-current liabilities of US$0.3million and US$13.1million, respectively. The Company was involved in lawsuits relating to its loans and other liabilities, and as of December31, 2021 and 2022, the balance of loans and borrowings associated with these lawsuits were US$56.5million and US$49.7million, respectively; and the balance of accounts payable associated with lawsuits filed by the Company’s vendors were US$65.5million and US$73.1million, respectively; and the balance of accrued expenses and other current liabilities associated with lawsuits filed by third parties were US$21.3million and US$21.3million, respectively; and the balance of payroll that were associated with lawsuits filed by the Company’s employees were US$17.9million and US$13.3million, respectively. Moreover, the Company was affected by the adverse effect of COVID-19 starting in December 2019, and suffered from deteriorated financial position and began to default on payments due to suppliers and terminated employment relationship with many employees. As of December31, 2022, the Company had litigation payable of US$342.5million, which consisted of penalties and accrued interests associated with suppliers’ and third parties’ lawsuits, as determined by court verdicts.

In connection with the Company’s long-term and short-term borrowings, the Company and certain of its shareholders pledged to the lenders the equity interests in the Company and its PRC Subsidiaries, as the case may be, and the Company pledged interests in equipment, land and fixtures of its Suzhou Plant and certain intellectual properties in connection with certain liabilities. If the Company’s assets are auctioned off to enforce court rulings with respect to the pledges, the Company’s manufacturing activities and other operations may be materially disrupted, which may materially and adversely affect its business, results of operations and financial performance. In light of the foregoing circumstances, the Company’s independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to the Company’s ability to continue as a going concern in its report on the Company’s consolidated financial statements for the years ended December31, 2021 and 2022, and the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that the consolidated financial statements for the years ended December31, 2021 and 2022 were issued.

The Company historically repaid a portion of its liabilities by transferring account receivables and issuing equity interests to its debtholders. The Company currently continues its efforts to raise capital for its business on reasonable terms through additional equity offerings or debt financing or additional bank facilities. In the event that the Company is unable to receive any financing or settle any of its debt obligations prior to the consummation of the Business Combination, below is the Company’s plan to fund operations, cure loans, debt, accounts payable and liabilities in default, and settle lawsuits or satisfy judgements:

•After the consummation of the Business Combination, Pubco expects to receive approximately nil and US$33.0million, respectively, from the Business Combination, which is estimated to be the amount then in the trust account under the maximum and minimum redemption scenarios, to support the Company’s ongoing operations.

•After the consummation of the Business Combination and Pubco’s securities become publicly traded, Pubco intends to raise between US$55million and US$205million through public offerings and private financings to fund the Company’s operations. Operating income generated from vehicle sales will be used to satisfy the Company’s capital expenditure requirement, which is estimated to be US$150million for three years between 2023 and 2025.

•With respect to the Company’s debt obligation, including its loans, debt, accounts payable, liabilities in default, and liabilities arising from lawsuits or judgement, the Company plans to continue to negotiate with its creditors for extensions, installment repayment arrangement and other debt repayment method, such as debt-to-equity conversion, and the Company plans to allocate 20% of its income generated from operations after receiving proceeds from the public offerings and private financings conducted after the consummation of the Business Combination to repay its liabilities.

The Company cannot assure that such repayment will be executed as planned. See “Risk Factors — Risks Relating to the Company — Risks Relating to Our Financial Position and Need for Additional Capital — Our financial statements have been prepared on a going concern basis and the financial status of us creates a doubt whether we will continue as a going concern.” As of the date of this proxy statement/prospectus, there were US$342.5million in borrowings, accounts payable and other liabilities under default. If the Company fails to repay its liabilities or to satisfy court ordered payments, the creditors may apply to the competent court for an enforcement order against the Company. After receipt of such application for the enforcement of such liabilities and court ordered payments, the applicable court will inspect the assets of the Company and may attach, seize, freeze or auction the assets of the

26

Company in order to enforce the liabilities and court ordered payments. In addition, the Company may be listed as a “dishonest person subject to enforcement” if the Company fails to repay its liabilities or to satisfy court ordered payments as required by the enforcement order, which may subject the Company to the punishment imposed by relevant PRC authorities, including but not limited to the restrictions on government procurement, tendering and bidding, government support, financing and extending of credit, market admission, awarding of qualifications, and etc. Furthermore, such enforcement will significantly stretch the working capital and cash flow of the Company, which may have a material and adverse effect on its operations and financial condition.

After the consummation of the Business Combination, Pubco may need to issue additional Class A Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future to fund its operations and repay its indebtedness, in certain circumstances without the approval of the holders of the Pubco Class A Ordinary Shares. Any such issuances of additional share capital may cause shareholders of Pubco to experience significant dilution of their ownership interests and the per share value of Pubco Class A Ordinary Shares to significantly decline. Specifically, the Company expects its capital expenditure requirement the three years from 2023 to 2025 to be US$150million, which the Company currently plans to fund with its operating income generated from its vehicle sales. If the Company or the Pubco after the consummation of the Business Combination cannot raise US$55million (or less if the Company receives the equivalent capital through K50’s order deposits) to resume the volume manufacturing and delivery of K50, it will be unable to generate sufficient operating income to satisfy our capital expenditure requirement and consequently it will have to significantly reduce its spending, delay or cancel its planned activities or substantially change its corporate structure. The Company might not be able to obtain any funding, and the Company might not have sufficient resources to conduct its business as projected, both of which could mean that the Company would be forced to curtail or discontinue its operations. See “Risks Relating to the Company — Risks Relating to our Financial Position and Need for Additional Capital — Our business plans require a significant amount of capital. Any delay or failure in accomplishing our financing plan will materially and adversely affect our business, financial condition and results of operations. In addition, our future capital needs may require us to issue additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict our operations or our ability to pay dividends,” and “— We have historically relied on debt financing to support our operations and working capital.”

PCAOB’s inspection on the independent auditors of Pubco

On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCA Act, pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. Additionally, in December 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law, and reduces the time period for the delisting of foreign companies under the HFCA Act to two consecutive years instead of three years. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong. The independent auditor of the Pubco and the Company, Marcum Asia CPAs LLP (Formerly Marcum Bernstein & Pinchuk LLP), is not included in the list of PCAOB Identified Firms as having been unable to be inspected or investigated completely by the PCAOB. On August 26, 2022, the CSRC, the Ministry of Finance of China, and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB board vacated its previous determination issued on December16, 2021. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed. Notwithstanding the foregoing, if, in the future, the PCAOB determines that it is unable to inspect or investigate completely the Pubco’s registered accounting firm, the SEC may prohibit the securities of the Pubco from being traded on a national securities exchange or in the over-the-counter trading market in the United States and Pubco’s securities may be delisted by such exchange.

27

The Merger Agreement

The Merger

On April 30, 2022, MCAF entered into an Agreement and Plan of Merger (as amended and restated on December23, 2022 and further amended on March1, 2023, and as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among MCAF, Pubco, Merger Sub and the Company, pursuant to which, among other things, MCAF, Pubco, Merger Sub and the Company intend to effect a merger of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the DGCL. In connection with the Merger, the name of the surviving corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its Class A Ordinary Shares to be traded on the Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement.

No later than five (5) Business Days prior to the Effective Time, the Company shall deliver to Pubco and MCAF the Equityholder Allocation Schedule setting forth the names of each stockholder and such stockholder’s respective percentage interest in the Company Merger Consideration. Immediately after the delivery of the Equityholder Allocation Schedule, Pubco shall conduct a reverse stock split of its then issued and outstanding Class A Ordinary Shares. At the time the Pubco Reverse Stock Split is completed, each Pubco Shareholder who holds Pubco Class A Ordinary Shares immediately before the Pubco Reverse Stock Split (the “Pubco Reorganization Shareholder”) shall automatically receive the corresponding Company Merger Consideration as set forth in the Equityholder Allocation Schedule, without any change in the par value of $0.00001 per share, in exchange for all the Class A Ordinary Shares held by such Pubco Reorganization Shareholder immediately prior to the Pubco Reverse Stock Split. The corresponding Company Merger Consideration issued to each Pubco Reorganization Shareholder shall be equal to the product of (1) the number of Class A Ordinary Shares held by such Pubco Reorganization Shareholder immediately prior to the delivery of the applicable Equityholder Allocation Schedule multiplied by (2) the Conversion Ratio.

Concurrently with the Pubco Reverse Stock Split, by virtue of the Reorganization and without any action on the part of MCAF, Merger Sub, the Company, or their respective stockholders, Pubco shall issue to each Company stockholder that participates in the Reorganization or each’s designee(s) (the “Company Reorganization Stockholders”) the corresponding Company Merger Consideration as set forth in the Equityholder Allocation Schedule at par value per share or other value as determined as part of the Reorganization by the board of directors of Pubco. The corresponding Company Merger Consideration issued to each Company Reorganization Stockholder shall be equal to the product of (1) the number of shares of Company Common Stock held by such Company Reorganization Stockholder on an as-converted and fully-diluted basis immediately prior to the delivery of the applicable Equityholder Allocation Schedule multiplied by (2) the Conversion Ratio. The Company Reorganization Stockholders, other than the Founders of the Company who shall receive Class B Ordinary Shares, shall receive Class A Ordinary Shares. Company Merger Consideration means the sum of all Class A Ordinary Shares and Class B Ordinary received by the Pubco Reorganization Shareholders and Company Reorganization Stockholders.

Simultaneously with and in exchange for the issuance of the Company Merger Consideration, but before the Closing of the Merger, a then-established wholly-owned PRC subsidiary (the “Holding Company”) of CH-Auto (Hong Kong) Limited (“CH-Auto HK”), shall acquire all the shares of the Company Common Stock held by each Company Reorganization Stockholder at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders (the “HK Share Purchase”); provided however, (i) certain Company Reorganization Stockholders that are the directors, supervisors or senior executives of the Company (i.e., Qun Lu, Yanmin Wu, Hua Yao, Kejian Wang, Chenhui Feng, Baihui Sun, Jingwei Song and Kai Yin, each a “DSO Stockholder” and together, the “DSO Stockholders”) shall each transfer up to 25% of the stocks of the Company held by him or her due to restrictions under the PRC laws; (ii) the Company shares held by certain stockholders (Xiangchao Shen and the DSO Stockholders, each an “Entrusting Stockholder” and together, the “Entrusting Stockholders”) are currently under judicial freezing, and therefore, are prohibited from transfer unless such Company shares are released from the equity judicial freezing. Each Entrusting Stockholder shall further enter into a voting rights proxy agreement (the “Voting Rights Proxy Agreement”) and an economic rights transfer agreement (the “Economic Rights Transfer Agreement”) with the Holding Company (the “HK Voting Right Entrustment”), pursuant to which each Entrusting Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the remaining shares of Company Common Stock held by them (the “Entrusting Stockholder’s Remaining Shares”) pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the Entrusting

28

Stockholder’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement. The Economic Rights Transfer Agreement shall provide that the Pubco Ordinary Shares issued to each Entrusting Stockholder in exchange for such Entrusting Stockholder’s Remaining Shares, shall be subject to restrictions on transfer, conveyance, assignment and further encumbrance until the Entrusting Stockholder transfers and conveys the underlying shares of Company Common Stock to the Holding Company. Pursuant to the Merger Agreement, upon the completion of the HK Share Purchase, and after giving effect to the HK Voting Right Entrustment (the “Reorganization Closing”), the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, and (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in the Company. As of the date of this proxy statement/prospectus, stockholders of the Company (including the Entrusting Stockholders) holding an aggregate of 71.2769% voting rights of all the outstanding shares of the Company entitled to vote, have agreed to exchange their stocks of the Company for 89,096,171 Pubco Ordinary Shares, accounting for 92.0% of the then issued Pubco Ordinary Shares and 98.5% of the total voting power of Pubco following the Business Combination, assuming Minimum Redemption (as defined below) scenario.

Conversion Ratio means a number resulting from dividing (i) the Company Equity Valuation by (ii) the product of (x) $10 and (y) the number of Company Common Stock and Pubco Ordinary Shares issued and outstanding on an as-converted and fully-diluted basis as of immediately prior to the Reorganization Closing plus the number of Company Reserved Shares. Company Reserved Shares means, collectively, the shares of Common Stock subject to the Company’s outstanding options granted to employees or financial advisors, if any.

The Pubco Reverse Stock Split, the HK Share Purchase, the issuance of the Company Merger Consideration to the Pubco Reorganization Stockholders and the Company Reorganization Stockholders as described above are collectively referred to herein as the Reorganization.

Conversion of MCAF Securities

As of the Effective Time, the current equity holdings of the MCAF stockholders shall be exchanged as follows:

1.Each share of MCAF Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such MCAF Common Stock, Pubco shall issue to each MCAF stockholder (other than MCAF stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued Pubco Class A Ordinary Share, which shall be fully paid.

2.The holders of MCAF Rights (convertible into one-tenth (1/10) of one share of MCAF Common Stock) issued and outstanding immediately prior to the effective time of the Merger will obtain one Pubco Class A Ordinary Share in exchange for the cancellation of each ten (10) MCAF Rights; provided, however, that no fractional shares of Pubco Class A Ordinary Shares will be issued and all fractional Pubco Class A Ordinary Shares will be rounded down to the nearest whole share.

The Closing

MCAF and the Company have agreed that the closing of the Merger (the “Closing”) shall occur no later than July2, 2023 or later as agreed to by the parties to the Merger Agreement (the “Outside Date”), extended from November15, 2022, because on December15, 2022, the stockholders of MCAF voted to amend the Charter to provide that MCAF may extend the time for MCAF to complete a business combination from January2, 2023 to April2, 2023 and then further extend such date to July2, 2023 and on December16, 2022, MCAF deposited into the Trust Account one percent (1%) of the amount of cash then available in the Trust Account. Accordingly, the date by which MCAF must complete a business combination is April 2, 2023, and MCAF has the option to extend such date to July2, 2023 by depositing into the Trust Account, before April2, 2023, one percent (1%) of the amount of cash then available in the Trust Account. The Company has agreed to advance to MCAF the aggregate amount of $750,000 in two payments to fund payment of the expenses incurred, including the extension payment to be deposited into the Trust Account, in connection with an extension of the period of time for MCAF to consummate the Business Combination and for MCAF’s working capital. On March29, 2023, MCAF deposited US$343,936 into the Trust Account to extend the date for MCAF to complete a business combination to July2, 2023. On June22, 2023, MCAF held the second Special Meeting, during which its Stockholders approved a further amendment to its Amended and Restated Certificate of Incorporation to further extend the time period it has to consummate its Business Combination to January2, 2024. On June27, 2023, MCAF deposited $250,000 into the Trust Account to extend the time period for us to consummate its initial business combination from July2, 2023 to January2, 2024.

29

Representations and Warranties

In the Merger Agreement, the Company makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of the Company and its subsidiaries (together, the “Company Parties”) and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other Transaction Documents; (c) consents and required approvals, (d) non-contravention, (e) capitalization; (f) financial statements, (g) liabilities, (h) internal accounting controls, (i) absence of certain developments, (j) accounts receivable, (k) compliance with law, (l) title to properties, (m) international trade matters and anti-bribery compliance, (n) tax matters, (o) intellectual property, (p) insurance, (q) litigation, (r) bank accounts and powers of attorney, (s) material partners, (t) labor matters, (u) employee benefits, (v) environmental and safety, (w) related party transactions, (x) material contracts, (y) SEC Matters, (z) brokers and other advisors, (aa) foreign private issuer status, and (bb) disclaimer of other representations and warranties.

MCAF also makes certain representations and warranties relating to, among other things: (a) organization, qualification and standing; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other Transaction Documents; (c) non-contravention, (d) brokers and other advisors, (e) capitalization, (f) consents and required approvals, (g) trust account, (h) employees, (i) tax matters, (j) exchange listing, (k) reporting company, (l) undisclosed liabilities, (m) MCAF SEC documents and MCAF financial statements (n) business activities, (o) MCAF contracts, (p) litigation, (q) information supplied, (r) investment company, (s) lockup, (t) insider letter agreement, (u) board approval, (v) vote required, and (w) disclaimer of other representations and warranties.

Conduct Prior to Closing; Covenants Pending Closing

The Company and MCAF have agreed to operate their respective business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

In connection with the Merger Agreement, the Company and MCAF had agreed that Pubco, with the assistance of MCAF and its affiliates, would use its commercially reasonable best efforts to deliver to the Company and MCAF true, correct and complete copies of each fully executed subscription agreements by March 15, 2023 with investors relating to a purchase of Class A Ordinary Shares through a private placement, in each case on terms consented by MCAF (which consent shall not be unreasonably withheld, conditioned or delayed), pursuant to which the aggregate amount of investment is no less than $100,000,000 at the Closing (the “PIPE Financing”). A substantial amount of time has passed since March15, 2023 and as of the filing of this proxy statement/prospectus, Pubco has not secured or delivered any executed subscription agreements in connection with the PIPE Financing. Pubco intends to continue to actively seek investors in connection with the PIPE Financing. MCAF has not waived its right to terminate the Merger Agreement due to Pubco’s failure to consummate the PIPE Financing.

The Merger Agreement also contains customary closing covenants.

General Conditions to Closing.

The respective obligations of each Party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

•There shall not be any Proceeding pending by or before any Governmental Authority in which a Governmental Authority is a party, nor shall there be any Order or Law in effect that restrains, enjoins, prevents, prohibits or make illegal the consummation of the Merger;

•The Merger shall have been approved by the applicable SPAC Required Vote in accordance with the provisions of MCAF’s Organizational Documents and the DGCL;

•The Requisite Stockholder Approval shall have been obtained;

•The Form F-4 and the Form 8-A shall have been declared effective by the SEC under the Securities Act and the Exchange Act, as applicable, and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no Proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

•All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated;

30

•The Pubco Class A Ordinary Shares (including the Pubco Class A Ordinary Shares to be issued in connection with the Merger) shall have been approved for listing on the Nasdaq Stock Market following Closing, subject to any requirement to have a sufficient number of round lot holders of the Pubco Class A Ordinary Shares, and the issued and outstanding Pubco Class A Ordinary Shares held by Pubco shareholders shall be listed on such exchange on the Closing Date (this condition is waivable);

•All consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the Transactions shall have been made or obtained; and

•The Redemption Offer shall have been completed in accordance with the Merger Agreement and the Proxy Statement.

Conditions to Obligations of MCAF.

The obligations of MCAF to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

•The Fundamental Representations (other than Section 3.5(a)) set forth in the Merger Agreement shall be true and correct in all material respects as of the signing date and as of the Closing Date, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time. Section 3.5(a) shall be true and correct in all respects as of the signing date and as of the Closing Date, except (1) for the portions of Section 3.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (2) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in the Merger Agreement other than the Fundamental Representations shall be true and correct as of the signing date and as the Closing Date except (i) for representations and warranties that speak as of a specific date or time, which need be true and correct only as of such date or time and (ii) for breaches of the representations and warranties of the Company set forth in Article III of the Merger Agreement (other than the Fundamental Representations) that, in the aggregate, would not have a Material Adverse Effect (this condition is waivable);

•The Company shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement on or prior to the Closing Date (this condition is waivable);

•There shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect (this condition is waivable);

•MCAF shall have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Sections 8.2(a)-(c) of the Merger Agreement (this condition is waivable);

•The Reorganization shall have been consummated;

•The PIPE Financing shall have been consummated (this condition is waivable);

•The Company shall have executed and delivered to MCAF a copy of each Transaction Document to which it is a party;

•Each Company Lock-Up Shareholder shall have executed and delivered to MCAF the Company Lock-up Agreement in accordance with Section 5.5 of the Merger Agreement (this condition is waivable);

•MCAF shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the Organizational Documents of Pubco, the Company and Company Merger Sub, as in effect on the Closing Date, are attached to such certificate (this condition is waivable);

•MCAF shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the resolutions of the directors of Pubco, the Company and Company Merger Sub authorizing the execution and delivery of the Merger Agreement and the other Transaction Documents to which such entity is a party and performance by each of Pubco, Company and Company Merger Sub, as applicable, of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing Date, are attached to such certificate (this condition is waivable);

31

•Each of Pubco and Company Merger Sub shall have delivered to MCAF a certificate of good standing from their respective applicable jurisdictions of incorporation (this condition is waivable); and

•If the Closing occurs, all Closing conditions set forth in Section 8.1 and Section 8.2 of the Merger Agreement that have not been fully satisfied as of the Closing will be deemed to have been waived by MCAF.

Conditions to Obligation of the Company, Pubco and Company Merger Sub.

The obligation of the Company, Pubco and the Merger Sub and their respective stockholders to effect the Merger is further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

•The representations and warranties of MCAF (other than Section 4.5(a)) set forth in the Merger Agreement shall be true and correct as of the date hereof and as of the Closing Date, except for (1) representations and warranties (other than Section 4.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (2) for breaches of the representations and warranties of MCAF set forth in Article IV of the Merger Agreement, that, in the aggregate, would not have a Material Adverse Effect. Section 4.5(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date, except (i) for the portions of Section 4.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 4.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of MCAF valued at less than US$100,000 (this condition is waivable);

•MCAF shall have performed in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the Closing Date (this condition is waivable);

•There shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect (this condition is waivable);

•The Company and Pubco shall have received a certificate, signed by the chief executive officer or chief financial officer of MCAF, certifying as to the matters set forth in Section 8.3(a)-(c) of the Merger Agreement (this condition is waivable);

•MCAF shall have executed and delivered to the Company and Pubco a copy of each Transaction Documents to which it is a party;

•MCAF shall have delivered to the Company a certificate, signed by an officer of the Company, certifying true, complete and correct copies of (1) the resolutions duly adopted by the requisite vote at the Special Meeting approving the Merger and the consummation of the Transactions contemplated by the Merger Agreement and the other Transaction Documents; (2) certified copies of the resolutions duly adopted by MCAF’s board of directors authorizing the execution, delivery and performance of the Merger Agreement and the other Transaction Documents to which each is a party and performance by MCAF of the Transactions, including the Merger, each having been duly and validly adopted and being in full force and effect as of the Closing Date; and (3) written resignations, in forms satisfactory to the Company, dated as of the Closing Date and effective as of the Closing, executed by (X) all officers of MCAF and (Y) all persons serving as directors of MCAF immediately prior to the Closing (this condition is waivable);

•MCAF shall have delivered to the Company a certificate, signed by an officer of MCAF, certifying that true, complete and correct copies of the Organizational Documents of MCAF, as in effect on the Closing Date, are attached to such certificate (this condition is waivable);

•MCAF shall have delivered to the Company and Pubco certificates of good standing with respect to MCAF from the State of Delaware (this condition is waivable);

•MCAF and the MCAF Stockholders shall have entered into a registration rights agreement in substantially the form attached hereto as Annex F;

•Each of the SPAC Proposals described in Section 7.4(f) of the Merger Agreement has been approved by the applicable SPAC Required Vote in accordance with the provisions of MCAF’s Organizational Documents and the DGCL; and

32

•If the Closing occurs, all Closing conditions set forth in Section 8.1 and Section 8.3 of the Merger Agreement that have not been fully satisfied as of the Closing will be deemed to have been waived by the Company, Pubco and Merger Sub.

None of Pubco, MCAF, the Company or Merger Sub may rely on the failure of any condition set forth in the Merger Agreement to be satisfied if such failure was caused by such party’s failure to act in good faith or to take such actions as may be necessary to cause the conditions of the other party to be satisfied.

Termination

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time:

•by the mutual written consent of the Company and MCAF duly authorized by each of their respective boards of directors;

•by MCAF, if any of the representations or warranties of Pubco or the Company set forth in Article III of the Merger Agreement will not be true and correct, or if Pubco, the Company or Merger Sub has failed to perform any covenant or agreement on the part of Pubco, the Company or Merger Sub set forth in the Merger Agreement (including an obligation to consummate the Closing), in each case such that the conditions to Closing set forth in either Section 8.2(a) or Section 8.2(b) of the Merger Agreement would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by MCAF) by the earlier of (1) the Outside Date or (2) thirty (30) days after written notice thereof is delivered to the Company; provided, that MCAF is not then in breach of the Merger Agreement so as to cause any condition to the Closing set forth in Section 8.2(a) or Section 8.2(b) of the Merger Agreement from being satisfied at or prior to the Outside Date;

•by the Company, if any of the representations or warranties of MCAF set forth in Article IV of the Merger Agreement shall not be true and correct or if either MCAF has failed to perform any covenant or agreement on the part of MCAF set forth in the Merger Agreement (including an obligation to consummate the Closing), in each case such that the conditions to Closing set forth in either Section 8.3(a) or Section 8.3(b) of the Merger Agreement would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by the Company) by the earlier of (1) the Outside Date or (2) thirty (30) days after written notice thereof is delivered to MCAF; provided that the Company or Merger Sub is not then in breach of the Merger Agreement so as to cause any condition to the Closing set forth in either Section 8.3(a) or Section 8.3(b) of the Merger Agreement to not be satisfied at or prior to the Outside Date;

by either the Company or MCAF:

•on or after July2, 2023 (or later as agreed by the parties to the Merger Agreement);

•if any Order having the effect set forth in Section 8.1 of the Merger Agreement shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate the Merger Agreement under this Section 9.1(d)(ii) of the Merger Agreement shall not be available to a Party if such Order was due to such Party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement;

•by the Company, if any of the MCAF Proposals shall fail to receive the applicable SPAC Required Vote for approval at the SPAC Stockholder Meeting (unless such SPAC Stockholder Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof);

•by MCAF, if the Requisite Stockholder Approval shall not have been obtained within ten (10) Business Days of the delivery to the Company Stockholders of the prospectus that is part of the Form F-4; and

•by MCAF, in the event that the PIPE Financing has not been entered into by March15, 2023.

The specific terms and conditions of the merger of Merger Sub with and into MCAF (the “Merger”), with MCAF as the Surviving Company are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

33

Pro Forma Capitalization

The pro forma equity valuation of Pubco upon consummation of the Transactions is estimated to be approximately $985million. We estimate that, upon consummation of the Transactions, assuming the Minimum Redemption scenario, all the Reorganization Shareholders will own approximately 92.0% of the outstanding Pubco Ordinary Shares and all the former stockholders of MCAF (including the Sponsor and the Representatives) will own approximately 4.1% of the outstanding Pubco Ordinary Shares. Such amount includes (1) the issuance of 89,096,171 Pubco Ordinary Shares in the Reorganization (assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement), including 58,913,241 Pubco Class A Ordinary Shares to be issued to the Reorganization Shareholders (other than the Founders), which include 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and 30,182,930 Pubco Class B Ordinary Shares to be issued to the Founders; (2) the issuance of up to 2,081,991 Pubco Class A Ordinary Shares to MCAF’s public stockholders in connection with the Merger; (3) the issuance of up to 1,688,500 Pubco Class A Ordinary Shares to the Sponsor in connection with the Merger; (4) the issuance of 188,750 Pubco Class A Ordinary Shares to the representative in the MCAF IPO; (5) the issuance of an aggregate of 2,500,000 Pubco Class A Ordinary Shares to CBC and Revere as financial advisors and M&A consultants to the Business Combination; and (6) the issuance of 1,250,000 Pubco Class A Ordinary Shares to BHTIC as due diligence consultant. These relative share numbers and percentages assume Minimum Redemption scenario, as discussed herein. If any of MCAF’s existing public stockholders exercise their redemption rights, the anticipated percentage ownership of MCAF’s existing stockholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Merger Consideration

At the Effective Time, by virtue of the Merger and conditioned on the consummation of the Merger, each share of MCAF Common Stock that is issued and outstanding immediately prior to the Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued Pubco Class A Ordinary Share without interest. As of the Effective Time, each MCAF Stockholder shall cease to have any other rights in and to MCAF.

In consideration of the Merger, Pubco will (1) issue 1,506,991 Class A Ordinary Shares and 575,000 Class A Ordinary Shares issuable upon the conversion of MCAF Rights to the MCAF public stockholders, assuming no redemption by such MCAF public stockholders; (2) issue 1,688,500 Class A Ordinary Shares to the Sponsor; (3) issue 188,750shares of Pubco Class A Ordinary Shares to the representative in the MCAF IPO; (4) pursuant to the Reorganization, issue 89,096,171 Pubco A Ordinary Shares, assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement, consisting of (a) 58,913,241 Pubco Class A Ordinary Shares to the Reorganization Shareholders (other than the Founders), which include 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and (b) 30,182,930 Pubco Class B Ordinary Shares to be issued to the Founders, in accordance with the Equityholder Allocation Schedule. Each Pubco Class A Ordinary Share and Pubco Class B Ordinary Share shall have a deemed price per share of US$10.00. The Aggregate Stock Consideration consists of 62,872,482 Pubco Class A Ordinary Shares and 30,182,930 Pubco Class B Ordinary Shares, assuming Minimum Redemption scenario.

PIPE Financing

In connection with the Merger Agreement, the Company and MCAF had agreed that Pubco, with the assistance of MCAF and its affiliates, would use its commercially reasonable best efforts to deliver to the Company and MCAF true, correct and complete copies of each fully executed subscription agreements by March15, 2023 with investors relating to the PIPE Financing. A substantial amount of time has passed since March15, 2023 and as of the filing of this proxy statement/prospectus, Pubco has not secured or delivered any executed subscription agreements in connection with the PIPE Financing. Pubco intends to continue to actively seek investors in connection with the PIPE Financing. MCAF has not waived its right to terminate the Merger Agreement due to Pubco’s failure to consummate the PIPE Financing.

34

Agreements Entered into in Connection with the Business Combination

SPAC Support Agreement

Contemporaneously with the execution of the Merger Agreement, Mountain Crest Holdings IV LLC (the “Sponsor”) and the directors of MCAF entered into a support agreement, dated April 30, 2022 (the “SPAC Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed business combination. Each such holder also agreed not to transfer any shares of MCAF Common Stock owned by it unless the transferee executes a joinder agreement that provides that the transferee will become a party to the SPAC Support Agreement. The holders have also agreed not to seek redemption rights.

The foregoing description of the SPAC Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Annex C hereto.

Company Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of Company common stock entered into a support agreement, dated April 30, 2022 (the “Company Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed business combination. The Company Support Agreement also covers any Pubco Class A Ordinary Shares or of any successor entity of which ownership of record or the power to vote, directly or indirectly, is subsequently acquired by such stockholder prior to the termination of the Company Support Agreement. Each stockholder that executed the Company Support Agreement also agreed not to transfer any shares subject to the Company Support Agreement (with a limited exception in connection with the Reorganization) prior to the termination of the Company Support Agreement unless the buyer, assignee or transferee thereof executes a joinder agreement to the Company Support Agreement in substantially the form set forth on Exhibit B thereto.

The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Annex D hereto.

Company Lock-Up Agreement

Pursuant to the terms of the Merger Agreement, the Company has agreed that it will cause the Company Lock-Up Shareholders to enter into an agreement with Pubco to be effective as of the Closing, pursuant to which at least ninety-nine percent (99%) of the Company Merger Consideration shall be subject to a lock-up agreement (the “Company Lock-Up Agreement”).

Pursuant to the Company Lock-Up Agreement, such holders have agreed, subject to certain customary exceptions, not to sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any Pubco Ordinary Shares held by them, until the date that is six months after the date of the Closing (the “Lock-Up Period”). Certain transfers, subject to certain customary conditions as set forth in the Company Lock-up Agreements are allowed during the Lock-Up Period.

The foregoing description of the Company Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a form of which is included as Annex E hereto.

Amended and Restated Registration Rights Agreement

At the closing of the Business Combination, Pubco will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of MCAF and with respect to certain securities they own at the Closing. The Amended and Restated Registration Rights Agreement provides certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Pubco will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Amended and Restated Registration Rights Agreement, the form of which is attached hereto as Annex F.

35

The Business Combination Proposal

To approve the merger (the “Merger”) of Ch-Auto Merger Sub Corp., a Delaware corporation and subsidiary of CH AUTO Inc., a Cayman Islands exempted company, with and into MCAF whereby MCAF will be the surviving corporation. The completion of the Reorganization, among other things, is a condition precedent to the Merger. This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.” Holders of MCAF Common Stock as of record date are entitled to vote on this proposal.

The Governance Proposal

To approve, on a non-binding advisory basis, certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended Articles, as compared to MCAF’s current Certificate of Incorporation, which we refer to as the “Governance Proposals” or “Proposal No. 2.”

The 2023 Plan Proposal

To approve the CH AUTO Inc. 2023 Equity Incentive Plan, which we refer to as the “2023 Plan Proposal” or “Proposal No. 3.”

The NTA Requirement Amendment Proposal

To approve an amendment to the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 4.”

The Adjournment Proposal

To approve the adjournment of the Special Meeting in the event MCAF does not receive the requisite stockholder vote to approve any of the above Proposals. This proposal is called the “Adjournment Proposal” or “Proposal No. 5.”

Date, Time and Place of Special Meeting of MCAF’s Stockholders

The Special Meeting will be held on October30, 2023 at 10:30 a.m. Eastern Time, or such other date, time and place to which such meeting may be adjourned or postponed. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the MCAF Board has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/mcacquisitioniv/sm2023. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Voting Power; Record Date

We have fixed the close of business on September29, 2023, as the record date for determining those MCAF stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on September29, 2023, there were 3,314,491shares of MCAF Common Stock outstanding and entitled to vote. Each holder of MCAF Common Stock is entitled to one vote per share on each of the Business Combination, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. As of June30, 2023, the Initial Stockholders collectively own and are entitled to vote 1,807,500shares of MCAF Common Stock, or approximately 54.5% of MCAF Common Stock. With respect to the Business Combination, the of the Initial Stockholders, have agreed to vote their MCAF Common Stock acquired by them in favor of the Business Combination Proposal. The Sponsor has indicated that it intends to vote its shares, as applicable, “FOR” the other Proposals, although there is no agreement in place with respect to the other Proposals.

Redemption Rights

Pursuant to MCAF’s amended and restated certificate of incorporation, a holder of MCAF Common Stock has the right to have its Public Shares redeemed for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with the Business Combination.

36

If you are a public stockholder and you seek to have your shares redeemed, you must (1) demand, no later than 5:00 p.m., Eastern time on October26, 2023 (two (2) business days before the Special Meeting), that MCAF redeem your shares into cash; and (2) submit your request in writing to MCAF’s transfer agent, at the address listed at the end of this section and deliver your shares to MCAF’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Special Meeting. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the MCAF Common Stock for which you are electing redemption by two (2) business days before the Special Meeting by either:

•Delivering certificates representing the shares of MCAF Common Stock to MCAF’s transfer agent, or

•Delivering the MCAF Common Stock electronically through the DWAC system.

MCAF stockholders will be entitled to redeem their MCAF Common Stock for a full pro rata share of the Trust Account (currently anticipated to be no less than approximately US$10.00 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by MCAF’s transfer agent no later than two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of MCAF Common Stock as of the record date. Any public stockholder who holds MCAF Common Stock on or before October26, 2023 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you choose to deliver MCAF Common Stock electronically through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and MCAF’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker this cost and the broker would determine whether or not to pass this cost on to the redeeming holder. It is MCAF’s understanding that MCAF stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. MCAF does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. MCAF stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it no longer wants to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. MCAF anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by MCAF public stockholders, MCAF will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.00 per share. If you exercise your redemption rights, you will be exchanging your MCAF Common Stock for cash and will no longer own the shares. If MCAF is unable to complete the Business Combination by January2, 2024 unless MCAF stockholders approve an amendment to the MCAF Charter to extend the period of time in which a business combination may be consummated, it will liquidate and dissolve and public stockholders would be entitled to receive approximately US$10.00 per share upon such liquidation.

37

Holders of outstanding MCAF Units must separate the underlying MCAF Common Stock and MCAF Rights prior to exercising redemption rights with respect to the MCAF Common Stock. If MCAF Units are registered in a holder’s own name, the holder must deliver the certificate for its MCAF Units to the transfer agent with written instructions to separate the MCAF Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the MCAF Common Stock from the MCAF Units.

If a broker, dealer, commercial bank, trust company or other nominee holds MCAF Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s MCAF Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of MCAF Units to be separated and the nominee holding such MCAF Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant MCAF Units and a deposit of an equal number of MCAF Common Stock and MCAF Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the MCAF Common Stock from the MCAF Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their MCAF Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Appraisal Rights

Under Delaware law, MCAF stockholders are not entitled to exercise dissenters’ rights of appraisal in connection with the Merger.

MCAF’s Board of Directors’ Reasons for the Business Combination and Recommendations

In evaluating the transaction with the Company, the MCAF Board of Directors consulted with management and MCAF’s legal counsel Loeb & Loeb LLC as well as its due diligence advisor Beijing Haohan Tianyu Investment Consulting Co., Ltd. The MCAF Board considered and evaluated several factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the MCAF Board did not assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The MCAF Board based its decision on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weights to different factors. This explanation of our reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Interests of MCAF’s Directors and Officers in the Business Combination

In considering the recommendation of MCAF’s board of directors to vote in favor of the Merger, stockholders should be aware that, aside from their interests as stockholders, our directors and officers have interests in the Merger that are different from, in addition to, or in conflict with those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Merger, and in recommending to stockholders that they approve the Merger. Stockholders should take these interests into account in deciding whether to approve the Merger. These interests include:

•the beneficial ownership of MCAF’s directors and officers, of an aggregate of 1,647,500shares of MCAF Common Stock and 210,000 MCAF Rights, for which the Sponsor and directors and officers paid an aggregate of $2,125,000 which shares and rights would become worthless if MCAF does not complete a business combination within the applicable time period, as our directors and officers and their affiliates have waived any right to redemption with respect to these shares. Such shares and rights have an aggregate market value of approximately US$17,858,900 and US$45,990, respectively, based on the closing prices of MCAF Common Stock and MCAF Rights of US$10.84 per share and US$0.219 per Right on Nasdaq on September20, 2023, the record date for the special meeting of stockholders;

•Unless we consummate our initial business combination, our officers, directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account;

38

•the sale of 200,000shares of MCAF Common Stock by the Sponsor to the Company for which the Sponsor received an aggregate of $3,000,000 (or $15.00 per share) and the Sponsor paid an aggregate of $3,400 (or $0.017 per share);

•the repayment of $100,000 in working capital loans owed to the Sponsor, which, at the election of the Sponsor, may be converted into private placement units at a price of $10.00 per unit;

•the anticipated continuation of Dr. Suying Liu, as a director of the Combined Entity following the Closing; and

•the continued indemnification of the current directors and officers of MCAF following the Merger and the continuation of directors’ and officers’ liability insurance following the Merger.

These interests may influence MCAF’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Stockholder Proposals. In particular, the existence of the interests described above may incentivize MCAF’s officers and directors to complete an initial business combination, even if on terms less favorable to MCAF’s stockholders compared to liquidating MCAF, because, among other things, if MCAF is liquidated without completing an initial business combination, the Initial Shares and Private Placement Units would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $2,276,400 based on the closing price of MCAF Common Stock on September20, 2023. In addition, because the average price that the Sponsor paid for the Initial Shares was only $0.785 per share, it can still make a profit even if the price of the Class A Ordinary Shares falls well below the $10.00 price paid by the public stockholders.

Investors should also be aware of the following potential conflicts of interest:

•none of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities;

•in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. For example, all of our directors and officers currently serve in management positions for Mountain Crest Acquisition Corp. III (Nasdaq: MCAE) and Mountain Crest Acquisition Corp. V (Nasdaq: MCAG), all of which are special purpose acquisition companies incorporated in Delaware. Our directors and officers may continue to involve in the formation of other special purpose acquisition companies in the future. Thus, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented; and

•our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

Recommendation to MCAF Stockholders

The MCAF Board:

•has determined that each of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal, are fair to, and in the best interests of, MCAF and its stockholders;

•has approved the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal; and

•recommends that the MCAF stockholders vote “FOR” each of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal.

The MCAF Board members have interests that may be different from or in addition to your interests as a stockholder. See “Proposal One — The Business Combination Proposal — Interest of MCAF’s Directors and Officers in the Business Combination” in this proxy statement/prospectus for further information.

39

IPO Underwriting Agreement

The underwriters for the MCAF IPO are entitled to a deferred fee of $0.35 per unit sold in the IPO or $2,012,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that MCAF completes the Business Combination, subject to the terms of the underwriting agreement. Of the $0.35 per MCAF unit, $0.30 will be paid in cash and $0.05 will be paid in an equivalent value of shares.

The following table sets forth the effective underwriting fee (inclusive of the 2.0% fee that was previously paid by MCAF at the closing of its IPO) at each redemption scenario after giving effect to the redemptions in connection with the approval of an amendment to the MCAF Charter approved on December15, 2022 and June22, 2023:

	Minimum Redemption Scenario			Interim Redemption Scenario			Maximum Redemption Scenario
Underwriting Fee(1)	$	3,162,500		$	3,162,500		$	3,162,500
IPO Proceeds Remaining in Trust Account	$							0
Effective Underwriting Fee(2)		—	%		—	%		—	%

____________

(1)The underwriting fee consists of the $1,150,000 underwriting fee paid at the close of the IPO, the $1,725,000 deferred fee due at the close of the Business Combination and the value of the 28,750shares of MCAF Common Stock received.

(2) The effective underwriting fee is calculated by dividing the IPO fee in dollars divided by the IPO proceeds in dollars remaining in the trust account at each redemption scenario.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, MCAF will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of the Company expecting to have a majority of the voting power of the Combined Entity, the Company’s senior management comprising all of the senior management of the Combined Entity, the relative size of the Company compared to MCAF, and the Company’s operations comprising the ongoing operations of the Combined Entity. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of the Company issuing stock for the net assets of MCAF, accompanied by a recapitalization. The net assets of MCAF will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Company.

Comparison of Rights of Stockholders of MCAF and Shareholders of Pubco

If the Business Combination is successfully completed, holders of MCAF Common Stock will become holders of Pubco Class A Ordinary Shares and their rights as shareholders will be governed by Pubco’s constitutional documents. Please see “Description of Pubco’s Share Capital — Comparison of Rights of Pubco Shareholders and MCAF Stockholders” beginning on page 261 for more information.

Interest of Financial Advisors and Due Diligence Consultant in the Business Combination

CBC was retained by the Company to provide financial advisory services including analyzing the Company’s business, operations and financing plans, identifying and securing financing from financing sources and facilitating a potential public trading market listing. CBC is entitled to (1) a cash fee of 3% of the total capital committed in the Series D financing by investors introduced by CBC, if the Series D financing is successfully completed, (2) the issuance of Pubco Class A Ordinary Shares at $10 per share, the value of which shall equal to 1.5% of the pre-money equity value of the Company without taking into account of the Series D financing, if the Business Combination is successfully completed, and (3) a cash fee of 2% of the total capital committed in the PIPE Financing by investors introduced solely by CBC, if the PIPE Financing is successfully completed.

Revere was retained by the Company to provide M&A advisory services to the Company in connection with the Merger Agreement, to introduce investors to invest in the Company’s Series D Round financing and to serve as placement agent in connection with the Company’s PIPE Financing. Revere is entitled to (1) the issuance of Pubco Class A Ordinary Shares at $10 per share, the value of which shall equal to 0.5% of the aggregate value, being $1.25billion as adjusted by certain items, if the Business Combination is successfully completed, (2) a cash fee of 3% of total capital committed in the Company’s Series D financing by investors introduced by Revere, if the

40

Series D financing is successfully completed, (3) a cash fee of 4% of total capital committed in the PIPE Financing by investors introduced solely by Revere, if the PIPE Financing is successfully completed, (4) a cash fee of 2% of total capital committed in the PIPE Financing by investors introduced by Revere and CBC together, if the PIPE Financing is successfully completed, and (5) a cash fee of 4% of total capital committed in the PIPE Financing by investors introduced by an introducer that is neither Revere nor CBC, to be shared between Revere and such introducer, if the PIPE Financing is successfully completed.

BHTIC was retained by MCAF to act as its China-based consultant to conduct due diligence on the Company in China. If the Business Combination is successfully completed, BHTIC is entitled to receive 1% of the post-money post-PIPE equity value of CH-Auto Tech in shares of Pubco following the Business Combination.

In aggregate, CBC, Revere and BHTIC are entitled to the issuance of 3,750,000 Pubco Class A Ordinary Shares after the consummation of the Business Combination. The Company has agreed to cause a registration statement relating to the resale of the PubCo Class A Ordinary Shares granted to CBC, Revere and BHTIC to be declared effective by the SEC under the Securities Act within six months from the closing of the Business Combination.

Furthermore, in connection with the execution of the Merger Agreement, the Sponsor, Qiantu Motor USA Inc. (the “Transferee”), and NextG Tech Limited, an affiliate of CBC, entered into a stock purchase agreement, dated April30, 2022 (the “Stock Purchase Agreement”), pursuant to which the Transferee purchased 200,000shares of MCAF common stock from the Sponsor for a purchase price of US$3,000,000. The purchase prices were funded by convertible loans of US$3.0million extended by CBC and its affiliate to the Company, and may be converted into 7,800,000shares of the Company at the option of CBC and its affiliate.

On February17, 2023, the Company, Pubco, Mr.Lu, CBC and NextG Tech Limited, entered into a Convertible Debt Agreement, pursuant to which NextG Tech Limited agrees to provide the Company with an interest-free loan in an aggregate amount of up to US$5.9million in connection with the Business Combination. The convertible loan has a term of four month after the drawdown date, and may be converted into up to 16,000,000shares of the Company at the option of CBC and its affiliate. CBC and its affiliate later extended to the Company a total amount of US$1.5million and the parties to the Convertible Debt Agreement as of February17, 2023 agreed to reduce the loan amount to US$1.5million.

On June2, 2023, CBC, Steady Axis Limited, NextG Tech Limited, Qiantu Motor USA Inc., Pubco and the Company entered into a share subscription agreement, pursuant to which the loan amount of US$4.5million under the NextG Convertible Debts would be converted into a total of 11,867,797shares of the Company Common Stock. And previously on April28, 2023, CBC informed the Company of its intention to participate into the Reorganization.

Emerging Growth Company

Each of MCAF and Pubco is, and consequently, following the Business Combination, the Pubco will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Pubco will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Pubco’s securities less attractive as a result, there may be a less active trading market for the Pubco’s securities and the prices of the Pubco’s securities may be more volatile.

The Pubco will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which the Pubco has total annual gross revenue of at least $1.235 billion, or (c) in which the Pubco is deemed to be a large accelerated filer, which means the market value of the Pubco Class A Ordinary Shares that is held by non-affiliates equals or exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter; and (2) the date on which the Pubco has issued more than US$1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

41

Foreign Private Issuer

Following the Business Combination, Pubco will be a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Pubco will be permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq Stock Market LLC (“Nasdaq”) applicable to U.S. domestic companies. For example, Pubco is not required to (1) have a majority of the board consisting of independent directors, (2) have an audit committee be composed of at least three members, or (3) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. Pubco intends to rely on some of these exemptions, and as a result, Pubco’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. As a foreign private issuer, Pubco will also be subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

Controlled Company

Mr.Qun Lu, Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun intend to enter into certain acting-in-concert agreement, pursuant to which each of Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun agrees to exercise its voting power as a shareholder of Pubco at the direction of Mr.Qun Lu, and as a result, immediately upon the completion of the Business Combination, Mr.Qun Lu will beneficially own 14,405,985 Pubco Class B Ordinary Shares, representing approximately 14.9% of the total issued and outstanding share capital and 73.9% of the aggregate voting power of Pubco, assuming the Minimum Redemption scenario and no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Therefore, Pubco is, and expects to continue to be a “controlled company” under the Nasdaq Stock Market Listing Rules, and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Nasdaq Stock Market Listing Rules, and the requirement that the compensation committee and nominating and corporate governance committee consist entirely of independent directors.

Regulatory Matters

The Business Combination is not subject to any governmental, federal or state regulatory requirement or approval, except for (a) the filings with the PRC government necessary for the consummation of the Reorganization, and (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware necessary to effectuate the Merger.

PRC Approvals

Substantially all of the Company’s revenue is derived from the operations of its PRC Subsidiaries in mainland China. The Company and its PRC Subsidiaries are subject to PRC laws relating to, among others, restrictions over foreign investments and data security. Based on the opinion of the Company’s PRC counsel, according to its interpretation of the currently in-effect PRC laws and regulations, the Company believes that the issuance of Pubco’s securities to foreign investors in connection with the Business Combination, or in the future, does not require permission or approval from any PRC governmental authority. However, as PRC governmental authorities have significant discretion in interpreting and implementing statutory provisions, there is no assurance that such approval or permission will not be required under existing PRC laws, regulations or policies if the relevant PRC governmental authorities take a contrary position or adopt new interpretations, or under any new laws or regulations that may be promulgated in the future.

Below is a summary of potential PRC laws and regulations that, in the opinion of the Company’s PRC counsel, according to its interpretation of the currently in-effect PRC laws and regulations, could be interpreted by the in-charge PRC government authorities, namely, the CSRC, the CAC and their enforcement agencies, to require the Company to obtain permission or approval in order to issue securities to foreign investors in connection with the Business Combination or offer securities to foreign investors. The Company does not believe that any permission or approval is required under the PRC laws or regulations to offer securities to non-PRC investors. However, there is no assurance that such approval or permission will not be required under the PRC laws, regulations or policies if the relevant governmental authorities take a contrary position, nor can the Company predict whether or how long it will take to obtain such approval if so required.

42

CSRC Approval

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors adopted by six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration for Industry and Commerce (the “SAMR”), the CSRC, and the SAFE in 2006 and amended in 2009, as well as some other regulations and rules concerning mergers and acquisitions (collectively, the “M&A Rules”) include provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published its approval procedures for overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. While the application of the M&A Rules remains unclear, the Company believes, based on the advice of its PRC legal counsel, that the CSRC approval is not required in the context of the Business Combination because (1) the M&A Rules provide that the acquisition of the equity held by the shareholders of a “domestic company” (i.e., a non-foreign investment company) or the subscription for the new shares issued by a “domestic company” by the shareholders of an offshore special purpose vehicle with the equity of such offshore special purpose vehicle, or by the offshore special purpose vehicle with its new shares for the purpose of the overseas listing of such offshore special purpose vehicle, shall be subject to the approval of the CSRC; while the Company currently is a foreign-invested enterprise rather than a “domestic company” as defined under the M&A Rules, and (2) the CSRC currently has not issued any definitive rule or interpretation concerning whether a transaction of the kind contemplated herein is subject to the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and the opinions of the Company’s PRC legal counsel summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as the Company’s PRC legal counsel.

On February17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five relevant guidelines, which became effective on March31, 2023. The Trial Measures reforms the previous non-regulatory regime for indirect overseas offering and listing of PRC domestic companies’ securities and regulates both direct and indirect overseas offering and listing of PRC domestic companies’ securities through a filing-based regulatory regime. Based on the opinion of the Company’s PRC counsel and its interpretation of the Trial Measures and other currently effective PRC laws and regulations, the Company is required to comply with the filing procedures with the CSRC in connection with the Business Combination for purposes of listing of PubCo’s securities on Nasdaq. In accordance with the requirements under the Trial Measures, the Company has been in the process of preparing filing materials with the CSRC as of the date of this proxy statement/prospectus. However, since the Company and several of its PRC subsidiaries have been listed as “dishonest person subject to enforcement,” the Company shall first manage to remove such black-listings before submitting the filing materials with the CSRC. The black-listings can be removed by reaching the settlement agreements with the suppliers and other related creditors who applied for the black-listings of the Company and several of its PRC subsidiaries, and completing the performance of such settlement agreements, such as converting certain debt obligations into equity and/or repaying the rest debt obligations owed to the suppliers and other related creditors, or by requesting the suppliers and other related creditors to apply in writing for removing such black-listings and being approved by the related courts. The Company is working towards removing all the black-listings but it cannot assure that this can be completed in the near term. For repaying liabilities owed to the suppliers, see “Risks Relating to the Company — Risks Relating to our Financial Position and Need for Additional Capital — Our business plans require a significant amount of capital. Any delay or failure in accomplishing our financing plan will materially and adversely affect our business, financial condition and results of operations. In addition, our future capital needs may require us to issue additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict our operations or our ability to pay dividends.” For repaying liabilities owed to other creditors, see “Liquidity and Capital Resources — With respect to the Company’s debt obligation, including its loans, debt, accounts payable, liabilities in default, and liabilities arising from lawsuits or judgement, the Company plans to continue to negotiate with its creditors for extensions, instalment repayment arrangement and other debt repayment method, such as debt-to-equity conversion, and the Company plans to allocate 20% of its income generated from operations after receiving proceeds from the public offerings and private financings conducted after the consummation of the Business Combination to repay its liabilities.” In addition, even after the initial submission of the filing materials, the Company’s filing materials might be incomplete or not meet the requirements of the

43

CSRC, and the CSRC may have follow-up questions, and the Company might be required by the CSRC to provide supplementary materials. Furthermore, the completion of the CSRC filing procedures is legally required under the PRC laws, and is a closing condition to the Business Combination pursuant to the Merger Agreement. Failure to comply with the CSRC filing procedure pursuant to the Trial Measures, or concealment or falsification of any material fact in the filing documents could result in administrative penalties such as order to rectify, warnings, and fines ranging from RMB1,000,000 to RMB10,000,000 against the company. Directly liable persons-in-charge and other directly liable persons shall be warned and each imposed a fine of between RMB500,000 and RMB5,000,000. And the company’s controlling shareholders and actual controllers of the domestic company that organize or instruct the aforementioned violations shall be imposed a fine of between RMB1,000,000 and RMB10,000,000. As of the date of this proxy statement/prospectus, the Company has not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this Business Combination. For a more detailed analysis, see “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China  — The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with the issuance of our securities overseas, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.”

Cybersecurity Review

In June 2021, the Standing Committee of the NPC promulgated the Data Security Law, which took effect in September 2021. The Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security. In July 2021, the state council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Critical information infrastructure encompasses, under this regulation, key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest. On August 20, 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The Personal Information Protection Law raises the protection requirements for processing personal information, including the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information, and many specific requirements of the Personal Information Protection Law remain to be clarified by the CAC, other regulatory authorities, and PRC courts in practice. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that critical information infrastructure operators or network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. Furthermore, the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. As of the date of this proxy statement/prospectus, no detailed rules or implementation rules have been issued by any authority with respect to the Cybersecurity Review Measures.

On February 10, 2022, following the first round of public comments which concluded on October 30, 2021, the MIIT published a new Data Security Management Measures in the Field of Industry and Information Technology (For Trial Implementation) (Draft for Comments) and accepted public comments until February 21, 2022, which requires the industrial and telecom data processors to further implement data classification and hierarchical management, take necessary measures to ensure that data remains effectively protected and being lawfully applied and conduct data security risk monitoring. As of the date hereof, the draft measures have not been formally adopted.

On July 7, 2022, the CAC published the Safety Assessment Measures for Data Outbound Transfer, which will become effective on September 1, 2022. The Safety Assessment Measures for Data Outbound Transfer requires that the data processors who propose to provide important data and personal information which are subject to security assessment that are collected and generated in the operation within the territory of the PRC overseas be subject to security assessment. The Safety Assessment Measures for Data Outbound Transfer further stipulates the process and requirements for the security assessment.

44

In November 2021, the CAC released the Regulations on the Network Data Security of Internet Data Security Management (Draft for Comments), or the Draft Regulations. The Draft Regulations provide that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data processing. In accordance with the Draft Regulations, data processors shall apply for a cybersecurity review for certain activities, including, among other things, (1) the listing abroad of data processors that process the personal information of more than one million users and (2) any data processing activity that affects or may affect national security. However, there have been no clarifications from the relevant authorities as of the date of this proxy statement/prospectus as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Draft Regulations stipulates that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of a given year to the municipal cybersecurity department by the end of January in the following year. As of the date of this proxy statement/prospectus, the Draft Regulations was released for public comment only, and their respective provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.

Based on the opinion of the Company’s PRC counsel, according to its interpretation of the currently in-effect PRC laws and regulations, the Company believes that neither it nor any of its PRC subsidiaries is subject to cybersecurity review, reporting or other permission requirements by CAC under the applicable PRC cybersecurity laws and regulations with respect to the offering of its securities or the business operations of its PRC subsidiaries, because neither the Company nor any of its PRC subsidiaries qualifies as a critical information infrastructure operator or has conducted any data processing activities that affect or may affect national security or holds personal information of more than one million users. However, as PRC governmental authorities have significant discretion in interpreting and implementing statutory provisions and there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, there is no assurance that the Company or any of its PRC subsidiaries will not be deemed to be subject to PRC cybersecurity review or that the Company or any of its PRC subsidiaries will be able to pass such review. In addition, the Company and its PRC subsidiaries could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future pursuant to new laws, regulations or policies. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with applicable laws and regulations may result in fines, suspension of business, website closure, revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against the Company or its PRC subsidiaries, which may have a material adverse effect on their business, financial condition or results of operations. For a more detailed analysis, see “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China  — The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with the issuance of our securities overseas, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing,” and — “Substantial uncertainties exist with respect to the interpretation and implementation of cybersecurity related regulations and cybersecurity review as well as any impact these may have on our business operations.”

Business Permits

In order to operate the Company’s business activities in mainland China, each of the Company’s PRC subsidiaries is required to obtain a business license from the State Administration for Market Regulation (the “SAMR”) or its local branches. Each of the Company’s PRC subsidiaries has obtained a valid business license from the SAMR or its local branches, and no application for any such license has been denied. Further, to operate the Company’s business activities in mainland China, its relevant PRC subsidiaries are also required to obtain other permits from the PRC government, including but not limited to: (1) to engage in import or export activities, the Company’s relevant PRC subsidiaries are required to obtain certificates and other qualifications for customs, inspection and quarantine declarations; and (2) to manufacture new energy passenger vehicles in mainland China, the Company’s relevant PRC subsidiaries are also required to complete the filings with the competent local counterpart of the NDRC, and thereafter obtain the entry approvals from the MIIT, for itself and the new energy passenger vehicles to be manufactured by them. The Company’s PRC subsidiaries have obtained the foregoing permits and approvals and complete the foregoing filings applicable to them and no application for such permits or approvals has been denied.

We experienced vehicle production suspension and manufactured 17 and 14 vehicles in 2020 and 2021, respectively, which was less than the minimum annual production volume for passenger vehicle manufacturers prescribed under the Administrative Rules on the Admission of Motor Vehicle Manufacturers and Products (the “Admission Rules”) (《道路机动车辆生产企业及产品准入管理办法》).According to the Admission Rules, if a motor vehicle manufacturer is unable to maintain normal operations, i.e., having an annual production volume for passenger vehicles of less than 2,000 units for two consecutive years, such enterprise may be identified by the MIIT

45

as an “MIIT-Identified Manufacturer.” An MIIT-Identified Manufacturer is prohibited from making alterations to its market entry qualification as a motor vehicle manufacturer or to its products that have obtained market entry approval until the termination of its MIIT-identified status. As of the date of this proxy statement/prospectus, we have not been identified by MIIT. However, we cannot assure you that we would not be identified by MIIT in the future. If we were identified by MIIT as an MIIT-Identified Manufacturer, we would be unable to make alterations to our market entry qualifications or to our product currently approved for market entry, which would render us unable to, among others, change the product parameters of K50 to be manufactured by us or apply for market entry for our K20, K25 or future vehicle models.

In addition, according to the Admission Rules, a motor vehicle manufacturer may manufacture and sell the corresponding motor vehicle products only upon obtaining the admission approval. Such enterprise shall continue to satisfy the relevant admission criteria. If a motor vehicle manufacturer no longer satisfies admission criteria, the MIIT shall order the enterprise to stop manufacturing and sale of the relevant products and to make corrections immediately. On August14, the Equipment Industry Development Center of the MIIT (the “Center”) issued a Notification Letter to inform us that we shall cease production or sales activities and make corrections immediately because our assembly line for chassis cannot properly operate and thus fail to satisfy the relevant admission criteria. During the period of making corrections, the applications for new products from us and the conveyance of the electronic information of our motor vehicle’s certificate shall be suspended. We have made an application for a reconsideration on such decision on August18, 2023. As of the date of this proxy statement/prospectus, we have not received any reply from the Center. However, we cannot assure you that our application for reconsideration will be approved. If our application of reconsideration is not approved, we shall make corrections to the assembly line for chassis immediately as required by the Center. We anticipate that the corrections may take about three months with an expense of approximately RMB2,000,000. As soon as the corrections are made, we will apply for the lift of the restrictions on production and sale activities with the Center. If we were ordered to cease our production or sales activities, we will not be able to satisfy customers’ customization demands for K50 and to apply for, release, manufacture or sell our K20, K25 and future vehicle models before the Center lifts the restrictions on production and sales activities after our completion of corrections, and consequently our business, results of operations and financial performance may be materially and adversely affected. For details, see “Risk Factors — Risks Relating to the Company — Risks Relating to Our Business Operations — Our annual vehicle production volume in 2020 and 2021 was less than the minimum vehicle production volume prescribed by relevant PRC laws and regulations, and as a result, we may be deemed as being unable to maintain normal business operations, which may materially and adversely affect our business, results of operations and financial performance.”

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 57. Such risks include, but are not limited to:

Risks related to the Company’s financial position and need for additional capital, business operations, technology and intellectual property and data privacy and industry, including but not limited to that:

•The Company has incurred significant losses and negative cash flows from operating activities, both of which may continue in the future.

•The Company’s financial statements have been prepared on a going concern basis and the financial status of the Company creates a doubt whether it will continue as a going concern.

•The Company’s business plans require a significant amount of capital. In addition, its future capital needs may require it to issue additional equity or debt securities that may dilute its shareholders or introduce covenants that may restrict the Company’s operations or its ability to pay dividends.

•The Company’s ability to develop, manufacture, and deliver EVs of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving.

•The Company has a limited history in offering EVs and faces significant challenges as a new entrant into its industry.

46

•The Company may not be able to effectively manage its growth, which could negatively impact its brand and financial performance.

•The COVID-19 outbreak has adversely affected the Company’s results of operations.

•Any delays in the manufacturing and release of volume production of vehicles in the Company’s pipeline could have a material adverse effect on its business.

•The Company’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

•The Company’s patents may expire and may not be extended, and its currently pending or future patent applications may not be granted.

•The EV industry in China is highly competitive, and the Company may not be successful in competing in this industry.

Risks relating to the Company’s business in China, including but not limited to that:

•The PRC government may intervene or influence our operations at any time, which could result in a material change in your operations and/or the value of the securities we are registering. If the PRC government significantly regulates our business operations in the future and we are not able to substantially comply with such regulations, our business operations may be materially adversely affected and the value of our securities after the completion of the Business Combination may significantly decrease.

•The PRC government may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

•Uncertainties with respect to the PRC legal system, regulations and enforcement policies could adversely affect the Pubco, the Company and its PRC subsidiaries. The enforcement of laws and rules and regulations in China may change quickly with little advance notice, which could hinder the Pubco’s ability to offer or continue to offer the securities, result in a material adverse change to the business operations of the Pubco’s subsidiaries, and damage the Pubco’s reputation. In such event, the Pubco’s financial condition and results of operations may be materially and adversely affected, and the Pubco’s securities may significantly decline in value or become worthless.

•The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with the issuance of the Company’s or Pubco’s securities overseas.

•Adverse changes in China’s or global economic and political policies could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect the Company’s business.

Risks relating to MCAF and the Business Combination including but not limited to that:

•Pubco and the Company may fail to complete the Reorganization prior to January2, 2024 or at all, and consequently we may not be able to consummate the Business Combination and the Pubco may be unable to list its securities on Nasdaq.

•MCAF has no operating history and is subject to mandatory liquidation if an initial business combination is not completed by January2, 2024 unless stockholders approve an extension.

•MCAF does not have a specified maximum redemption threshold in its Charter.

•The Sponsor has agreed to vote in favor of the Business Combination, regardless of how the public stockholders vote.

•If MCAF’s due diligence investigation of the Company was inadequate, stockholders of MCAF following the Business Combination could lose some or all of their investment.

•MCAF is requiring its stockholders who wish to exercise redemption rights to comply with certain procedures that may make it more difficult for them to exercise redemption rights.

47

•MCAF will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

•MCAF’s Sponsor, officers and directors have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

•A market for Pubco’s securities may not develop after the Business Combination which would adversely affect the liquidity and price of its securities.

•There can be no assurance that Pubco will be able to be approved for listing on Nasdaq.

•The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of the Combined Entity’s securities.

•The requirements of being a public company may strain Pubco’s resources, divert Pubco management’s attention and affect Pubco’s ability to attract and retain qualified board members.

Pubco is not and will not be a Chinese operating company but will be, upon consummation of the Business Combination and completion of the Reorganization, a Cayman Islands holding company with operations conducted by its subsidiaries in China. The securities registered herein are securities of Pubco, which is a Cayman Islands holding company, not those of the Company and other operating subsidiaries of Pubco in China after the completion of the Business Combination and the Reorganization. Therefore, investors in Pubco are not purchasing equity securities of its operating subsidiaries in China, but are purchasing equity securities of a Cayman Islands holding company. This holding company structure involves unique risks to investors. For example, PRC regulatory authorities could disallow this operating structure and limit or hinder Pubco’s ability to conduct its business through, receive dividends from or transfer funds to the operating companies or list on a U.S. or other foreign exchange, which could cause the value of Pubco’s securities to significantly decline or become worthless.

Pubco, the Company and its PRC Subsidiaries face various legal and operational risks and uncertainties associated with being based in and having significant operations in China. These risks arise from, among other things, PRC governmental authorities’ significant oversight and discretion over the business and financing activities of its PRC Subsidiaries, the complex and evolving PRC legal system, frequent changes in laws, regulations and government policies, uncertainties and inconsistencies regarding the interpretation and enforcement of laws and regulations, difficulties or delays in obtaining regulatory approvals for listing on a foreign stock exchange or conducting certain business activities and increasing oversight on cybersecurity and data privacy and potential anti-monopoly actions related to the PRC government’s recently issued statements and instituted regulatory actions. Specifically, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. The interpretations of such laws and regulations may not always be consistent, and enforcement of these laws and regulations involves significant uncertainties, any of which could limit the available legal protections. Therefore, uncertainties with respect to the PRC legal system could have a material adverse impact on the Company and its PRC Subsidiaries. In addition, The PRC government may exert, at any time, substantial intervention and influence over the manner of our operations, and the rules and regulations to which the Company and its PRC Subsidiaries are subject, including the ways they are enforced, may change rapidly and with little advance notice. Recently, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, and adopting new measures to extend the scope of cybersecurity reviews and new laws and regulations relating to data security. The PRC government may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on the Company’s part to ensure the compliance of the Company and its PRC Subsidiaries with such regulations or interpretations. These risks could result in a material change in the post-combination operations of the Company and its PRC Subsidiaries. Any actions taken by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder Pubco’s ability to offer or continue to offer securities to investors and cause the value of such Pubco Class A Ordinary Shares to significantly decline or be worthless. For a detailed discussion of the risks associated with the Company’s holding company structure and operations in the PRC, see section headed “Risk Factors — Risks Relating to the Company — Risks Relating to Doing Business in China.”

48

SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

The following tables present the selected consolidated financial data of the Company. The selected consolidated statement of operations and the selected consolidated statements of cash flows data for the years ended December 31, 2021 and 2022, and the selected consolidated balance sheet information as of December 31, 2021 and 2022 have been derived from the Company’s audited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus. The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The Company’s historical results for any prior period are not necessarily indicative of results expected in any future period.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

	For the year ended December 31,
	2021			2022
Selected Consolidated Statements of Operations and Comprehensive Loss Data:
Net revenues	$	6,482,385		$	9,044,880
Cost of revenues		(4,790,169	)		(14,412,447	)
Gross profit/(loss)		1,692,216			(5,367,567	)
Operating expenses:
Selling and marketing expenses		(5,195,686	)		(4,762,351	)
General and administrative expenses		(48,773,387	)		(54,006,925	)
Research and development expenses		(3,970,106	)		(1,535,219	)
Impairment loss on long-lived assets		—			(54,446,534	)
Total operating expenses		(57,939,179	)		(114,751,029	)
Loss from operations		(56,246,963	)		(120,118,596	)
Other expenses:
Investment income		111,264			—
Interest expenses		(12,491,328	)		(10,459,911	)
Other income, net		1,056,506			455,953
Total other expenses		(11,323,558	)		(10,003,958	)
Loss before income tax expense		(67,570,521	)		(130,122,554	)
Income tax expense		—			—
Net loss	$	(67,570,521	)	$	(130,122,554	)

49

	As of December 31,
	2021			2022
Selected Consolidated Balance Sheets Data:
Cash and cash equivalents	$	5,893,489		$	2,247,583
Restricted cash		134,384			585,715
Total Assets		217,516,775			99,364,661
Total Liabilities		424,321,176			368,882,633
Working capital		(370,837,569	)		(332,473,233	)
Accumulated deficit		(559,001,713	)		(686,637,550	)
Total Shareholders’ Deficit		(206,804,401	)		(269,517,972	)

	For the year ended December 31,
	2021		2022
Selected Consolidated Statements of Cash Flows Data:
Net cash used in operating activities	(20,074,023	)	(7,267,235	)
Net cash provided by/(used in) investing activities	918,187		(103,636	)
Net cash provided by financing activities	23,690,663		5,072,294

50

SELECTED HISTORICAL FINANCIAL INFORMATION OF MCAF

The following tables present the selected financial data of MCAF. The summary financial data as of December31, 2022 and 2021 and for the year ended December31, 2022 and for the period from March2, 2021 (inception) to December31, 2021, have been derived from MCAF’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. MCAF’s financial data as of June30, 2023 and for the six months ended June30, 2022 and 2023 has not been audited but has been prepared on a basis consistent with MCAF’s audited financial statements and include, in its opinion, all adjustments, consisting only of normal recurring adjustments, that the management of MCAF considers necessary for the fair statement of the financial information set forth in those statements. MCAF’s historical results for any prior period are not necessarily indicative of results expected in any future period and the results for the six months ended June30, 2023 or any other interim period are not necessarily indicative of results to be expected for the full year ending December 31, 2023 or any other period.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAF” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

	December 31, 2021		December 31, 2022		June 30, 2023
	US$		US$		US$
					(Unaudited)
Selected Balance Sheet Data(1):
Cash	370,278		195,100		314,071
Cash and marketable securities held in the Trust Account	57,501,914		34,084,917		16,180,210
Total assets	57,919,533		34,285,850		16,530,114
Total liabilities	2,114,388		3,117,186		4,426,271
Common stock subject to possible redemption	57,500,000		34,066,622		16,150,622
Total Stockholders’ Deficit	(1,694,855	)	(2,897,958	)	(4,046,779	)

____________

(1)On December 15, 2022, MCAF’s stockholders approved the proposal to amend MCAF’s Amended and Restated Certificate of Incorporation to extend the time period MCAF has to consummate its Business Combination for three months, from January 2, 2023 to April 2, 2023, plus an option for MCAF to further extend such date to July 2, 2023 and to be further extended to the extent MCAF’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period. The Company deposited $581,000 into the Trust Account to extend the time period MCAF has to consummate its Business Combination for three months from January 2, 2023 to April 2, 2023. In connection with the stockholders’ vote, there were 2,432,520 shares tendered for redemption for an aggregate cash payment of $24.5 million. The Company deposited $343,936 into the Trust Account on March 29, 2023, to extend the time period MCAF has to consummate its Business Combination for three months from April 2, 2023 to July 2, 2023. On June 22,2023, MCAF’s stockholders approved the proposal to amend MCAF’s Amended and Restated Certificate of Incorporation to extend the time period MCAF has to consummate its Business Combination from July 2, 2023 to January 2, 2024. The Company deposited $250,000 into the Trust Account to extend the time period MCAF has to consummate its Business Combination to January 2, 2024. In connection with the stockholders’ vote, there were 1,810,489 shares tendered for redemption for an aggregate cash payment of $19.1 million.

51

	For the Period from March 2, 2021 (Inception) Through December 31, 2021		For the Year Ended December 31, 2022		For the  Six Months Ended June 30,  2022		For the Six Months Ended June 30, 2023
	US$ (except for number of shares)		US$ (except for number of shares)		US$ (except for number of shares)		US$ (except for number of shares)
					(Unaudited)		(Unaudited)
Selected Statements of Operations and Comprehensive Loss Data:
Operating and formation costs	292,345		749,746		368,591		404,068
Loss from operations	(292,345	)	(749,746	)	(368,591	)	(404,068	)
Net income (loss)	(290,431	)	(111,447	)	(286,738	)	219,145
Weighted average shares outstanding, common stock subject to possible redemption	3,432,566		5,623,376		5,750,000		3,227,456
Basic and diluted net (loss) income per share, common stock subject to redemption	0.79		0.03		(0.04	)	0.17
Weighted average shares outstanding, common stock, non-redeemable	1,581,102		1,807,500		1,807,500		1,807,500
Basic and diluted net loss per share, common stock, non-redeemable	(1.90	)	(0.16	)	(0.04	)	(0.19	)

52

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this this proxy statement/prospectus.

The following table sets forth selected historical comparative share information of MCAF, Pubco and the CH-AUTO TECH and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination under two scenarios of the Reorganization that representing stockholders of CH-AUTO TECH (including the Entrusting Stockholders) holding an aggregate of 71.2769% and 66.6667% voting rights of all the outstanding shares of CH-AUTO TECH entitled to vote, assuming Minimum Redemption, 50% Redemption and Maximum Redemption, respectively. CH-AUTO TECH, together with its PRC Subsidiaries will be the operating subsidiaries of Pubco after giving effect to the Business Combination.

The unaudited pro forma book value information as of December31, 2022 reflects the Business Combination and related transactions as if they had occurred on December31, 2022. The weighted average shares outstanding and net loss per share information for the year ended December31, 2022 give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2022.

The historical book value per share is computed by dividing total common stockholders’ equity by the number of shares of common stock outstanding at the end of the period. The pro forma combined book value per share is computed by dividing total pro forma common stockholders’ equity by the pro forma number of shares of common stock outstanding at the end of the period. The pro forma loss per share of the combined company is computed by dividing the pro forma net loss available to the Combined Entity’s shareholders by the pro forma weighted average number of shares outstanding over the period.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of MCAF, Pubco and CH-AUTO TECH and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of MCAF, Pubco and CH-AUTO TECH is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of MCAF, Pubco and CH-AUTO TECH would have been had the companies been combined at the end of the period presented.

53

The unaudited pro forma combined earnings per share information under the Reorganization result that representing stockholders of CH-AUTO TECH (including the Entrusting Stockholders) holding an aggregate of 71.2769% voting rights of all the outstanding shares of CH-AUTO TECH entitled to vote, assuming Minimum Redemption, 50% Redemption and Maximum Redemption is as below:

As of and for year ended  December 31, 2022	MCAF* (Historical)			PUBCO (Historical)			CH-AUTO TECH (Historical)			Minimum Redemptions			50% Redemptions			Maximum Redemptions
Outstanding shares as of December 31, 2022(2)(5)(6)		1,807,500			25			931,849,600			96,785,412			96,181,631			95,577,849
Book value per diluted share(1)		(1.60	)		(325.80	)		(0.28	)		(2.23	)		(2.31	)		(2.39	)
Weighted average shares outstanding, common stock subject to possible redemption(2)		5,623,376			—			—			—			—			—
Basic and diluted net income per share, common stock subject to redemption	$	0.03		$	—		$	—		$	—		$	—		$	—
Weighted average shares outstanding, common stock, non-redeemable(2)(5)(6)		1,807,500			25			900,651,792			96,785,412			96,181,631			95,577,849
Basic and diluted net loss per share, common stock, non-redeemable(3)	$	(0.16	)	$	(325.80	)	$	(0.14	)	$	(1.24	)	$	(1.31	)	$	(1.36	)

	For the year ended December 31, 2022
	Minimum redemption		50% of maximumredemption		Maximum redemption
Class A ordinary shares of Pubco:	Shares	Votinginterests	Shares	Votinginterests	Shares	Votinginterests
Post-Combination Pubco shares issued to MCAF public shareholders(6)	1,506,991	1,506,991	903,210	903,210	299,428	299,428
Post-Combination Pubco shares issued to MCAF founders(4)	1,457,500	1,457,500	1,457,500	1,457,500	1,457,500	1,457,500
Post-Combination Pubco shares issued to MCAF private placement shareholders	231,000	231,000	231,000	231,000	231,000	231,000
Post-Combination Pubco shares issued to MCAF representatives	188,750	188,750	188,750	188,750	188,750	188,750
Post-Combination Pubco shares issued to MCAF public shareholders (converted from MCAF Public Rights)	575,000	575,000	575,000	575,000	575,000	575,000
Post-Combination Pubco shares issued to MCAF and CH-AUTO TECH’s financial advisor upon the closing of De-SPAC transaction	3,750,000	3,750,000	3,750,000	3,750,000	3,750,000	3,750,000
Post-Combination Pubco shares issued to CH-AUTO TECH non-founder shareholders and option holders(5)	58,913,241	58,913,241	58,913,241	58,913,241	58,913,241	58,913,241
Class B ordinary shares of Pubco:
Post-Combination Pubco shares issued to CH-AUTO TECH founder shareholders(5)	30,182,930	452,743,946	30,182,930	452,743,946	30,182,930	452,743,946
Total	96,805,412	519,366,428	96,201,631	518,762,647	95,597,849	518,158,865

54

The unaudited pro forma combined earnings per share information under the Reorganization result that representing stockholders of CH-AUTO TECH (including the Entrusting Stockholders) holding an aggregate of 66.6667% voting rights of all the outstanding shares of CH-AUTO TECH entitled to vote, assuming Minimum Redemption, 50% Redemption and Maximum Redemption is as below:

As of and for year ended  December 31, 2022	MCAF* (Historical)			PUBCO (Historical)			CH-AUTO TECH (Historical)			Minimum Redemptions			50% Redemptions			Maximum Redemptions
Outstanding shares as of December 31, 2022(2)(5)(6)		1,807,500			25			931,849,600			91,022,616			90,418,835			89,815,053
Book value per diluted share(1)		(1.60	)		(325.80	)		(0.28	)		(2.31	)		(2.39	)		(2.47	)
Weighted average shares outstanding, common stock subject to possible redemption(2)		5,623,376			—			—			—			—			—
Basic and diluted net income per share, common stock subject to redemption	$	0.03		$	—		$	—		$	—		$	—		$	—
Weighted average shares outstanding, common stock, non-redeemable(2)(5)(6)		1,807,500			25			900,651,792			91,022,616			90,418,835			89,815,053
Basic and diluted net loss per share, common stock, non-redeemable(3)	$	(0.16	)	$	(325.80	)	$	(0.14	)	$	(1.25	)	$	(1.32	)	$	(1.37	)

	For the year ended December 31, 2022
	Minimum redemption		50% of maximum redemption		Maximum redemption
Class A ordinary shares of Pubco:	Shares	Votinginterests	Shares	Votinginterests	Shares	Votinginterests
Post-Combination Pubco shares issued to MCAF public shareholders(6)	1,506,991	1,506,991	903,210	903,210	299,428	299,428
Post-Combination Pubco shares issued to MCAF founders(4)	1,457,500	1,457,500	1,457,500	1,457,500	1,457,500	1,457,500
Post-Combination Pubco shares issued to MCAF private placement shareholders	231,000	231,000	231,000	231,000	231,000	231,000
Post-Combination Pubco shares issued to MCAF representatives	188,750	188,750	188,750	188,750	188,750	188,750
Post-Combination Pubco shares issued to MCAF public shareholders (converted from MCAF Public Rights)	575,000	575,000	575,000	575,000	575,000	575,000
Post-Combination Pubco shares issued to MCAF and CH-AUTO TECH’s financial advisor upon the closing of De-SPAC transaction	3,750,000	3,750,000	3,750,000	3,750,000	3,750,000	3,750,000
Post-Combination Pubco shares issued to CH-AUTO TECH non-founder shareholders and option holders(5)	59,483,429	59,483,429	59,483,429	59,483,429	59,483,429	59,483,429
Class B ordinary shares of Pubco:
Post-Combination Pubco shares issued to CH-AUTO TECH founder shareholders(5)	23,849,946	357,749,190	23,849,946	357,749,190	23,849,946	357,749,190
Total	91,042,616	424,941,860	90,438,835	424,338,079	89,835,053	423,734,297

____________

(1)Book value per share = total deficit/common shares outstanding on December 31, 2022 for MCAF, Pubco, CH-AUTO TECH and pro forma.

(2)Historical book value per share and net loss per share are based on total outstanding shares of MCAF Common Stock and total outstanding shares of common stock for Pubco and the CH-AUTO TECH.

(3)There were no cash dividends declared in the periods presented.

(4)The number of Post-Combination Pubco shares issued to MCAF founders includes 20,000shares converted from two promissory notes subsequently issued on August 26, 2022 and October 24, 2022, which is eliminated in the weighted average shares outstanding used in calculation of loss per share as the time weighting of these shares is 0.

55

(5)Reflect as of the date of this proxy statement/prospectus, stockholders of the Company (including the Entrusting Stockholders) holding an aggregate of 71.2769% voting rights of all the outstanding shares of the Company entitled to vote, have agreed to exchange their stocks of the Company for 89,096,171 Pubco Ordinary Shares in the unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination, assuming Minimum Redemption, 50% Redemption and Maximum Redemption, respectively. Pursuant to the Reorganization, issue 89,096,171 Pubco Ordinary Shares, consisting of (a) 58,913,241 Pubco Class A Ordinary Shares to the Reorganization Shareholders (other than the Founders), which include 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and (b) 30,182,930 Pubco Class B Ordinary Shares to be issued to the Founders, in accordance with the Equityholder Allocation Schedule, assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Each Pubco Class A Ordinary Share and Pubco Class B Ordinary Share shall have a deemed price per share of US$10.00. To appropriately reflect the range of possible results of the Business Combination, another reorganization scenario representing stockholders of CH-AUTO TECH (including the DSO Stockholders) holding an aggregate of 66.6667% voting rights of all the outstanding shares of CH-AUTO TECH entitled to vote, assuming Minimum Redemption, 50% Redemption and Maximum Redemption is also presented.

(6)Reflected an actual redemption of 2,432,520 and 1,810,489 MCAF’s shares in the amount of $24.5 million and $19.1million in connection with the special meetings of MCAF’s stockholders held on December 15, 2022 and June 22, 2023, respectively, in the unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination, assuming Minimum Redemption, 50% Redemption and Maximum Redemption, respectively.

56

RISK FACTORS

If the Business Combination is completed, the combined company will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties that are not presently known to CH-Auto Technology and MCAF or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the combined company’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of our securities or, if the Business Combination is not consummated, shares of MCAF of MCAF Common Stock could decline in value, and you may lose part or all of the value of any Class A Ordinary Shares of Pubco or, if the Business Combination is not consummated, all or any part of the value of any shares of MCAF Common Stock that you hold.

Risks Relating to the Company

References in this subsection to “we,” “our,” “us” or “our Company,” unless the context otherwise requires, refer to CH-Auto Technology Corporation Ltd. and its PRC Subsidiaries before the Business Combination, and CH AUTO Inc., after the completion of Business Combination, unless otherwise specified.

Our business operations involve certain risks and uncertainties, many of which are beyond our control. These risks can be broadly categorized into (1) risks relating to our financial position and need for additional capital, (2) risks relating to our business operations, (3) risks relating to our intellectual properties and data privacy, (4) risks relating to the EV industry and the related regulations, (5) risks relating to doing business in China, and (6) risks relating to our corporate governance.

Risks Relating to our Financial Position and Need for Additional Capital

We have incurred significant losses and negative cash flows from operating activities, both of which may continue in the future.

The design, manufacture, sale and servicing of EVs is a capital-intensive business. Historically, we have been incurring losses from operations and had negative cash flows from operating activities. We incurred net losses of US$67.6million and US$130.1million for 2021 and 2022, respectively. Net cash used in operating activities was US$20.1million and US$7.3million for 2021 and 2022, respectively. We have made significant up-front investments in research and development, our manufacturing plant in Suzhou, Jiangsu, our sales and service network, as well as marketing and advertising, to rapidly develop and expand our business. We expect to continue to invest significantly in these areas to further expand our business, and there can be no assurance that we will successfully execute our business strategies.

We may not generate sufficient revenues for a number of reasons, including insufficient demand for our vehicles and services, increased market competition, challenging macro-economic environment due to the COVID-19 pandemic, as well as other risks discussed herein, and we may incur unforeseen expenses, or encounter difficulties, complications and delays in generating revenue or achieving profitability. If we are unable to achieve profitability, we may have to reduce the scale of our operations, which may impact the business growth of us and adversely affect the financial condition and results of operations of us. In addition, we may need additional capital resources in the future if we experience changes in business condition or other unanticipated developments, or if we wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. As we have not generated net income or positive cash flows from operating activities, we may continue to rely on equity or debt financing to meet our working capital and capital expenditure requirements. If we were unable to obtain such financing in a timely manner or on terms that are acceptable, or at all, we may fail to implement our business plans or experience disruptions in our operating activities, and our business, financial condition and results of operations would be materially and adversely affected.

Our financial statements have been prepared on a going concern basis and the financial status of us creates a doubt whether we will continue as a going concern.

Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. However, we have historically been incurring losses from our operations. We incurred a net loss of US$67.6million and US$130.1million in 2021

57

and 2022, respectively. In addition, the net cash used by us in operating activities was approximately US$20.1million and US$7.3million for 2021 and 2022, respectively, and these adverse conditions create doubt over our ability to continue as a going concern. As of December31, 2021 and 2022, we had current liabilities of US$424.0million and US$355.8million, respectively, and non-current liabilities of US$0.3million and US$13.1million, respectively. We were involved in lawsuits relating to its loans and other liabilities, and as of December31, 2021 and 2022, the balance of loans and borrowings associated with these lawsuits were US$56.5million and US$49.7million, respectively; and the balance of accounts payable associated with lawsuits filed by our vendors were US$65.5million and US$73.1million, respectively; and the balance of accrued expenses and other current liabilities associated with lawsuits filed by third parties were US$21.3million and US$21.3million, respectively; and the balance of payroll that were associated with lawsuits filed by our employees were US$17.9million and US$13.3million, respectively. In light of the foregoing circumstances, our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to our ability to continue as a going concern in its report on our consolidated financial statements for the years ended December31, 2021 and 2022, and we have concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that consolidated financial statements for the years ended December31, 2021 and 2022 were issued. We have historically depended on financing from third-party investors to support our operations. Our future operations are dependent upon equity or debt financing and our ability to generate profits through operations at an indeterminate time in the future. We cannot assure you that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability in the near term. Our financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern. We historically repaid a portion of our liabilities by assigning account receivables and issuing equity interests to our creditors. We do not expect to settle any of our debt obligations prior to the consummation of the Business Combination. After the consummation of the Business Combination, Pubco expects to receive approximately nil and US$33.0million, respectively, from the Business Combination, which is estimated to be the amount then in the trust account under the maximum and minimum redemption scenarios. Pubco plans to use proceeds from the Business Combination to support its ongoing operations, and does not expect to settle the Company’s lawsuits and satisfy judgments or repay its liabilities with such proceeds from the Business Combination. Further, after the consummation of the Business Combination and Pubco’s securities become publicly traded, Pubco intends to raise capital through public offering and private placement of its securities, and the proceeds from such follow-on offering will be used to fund the operations of the Company and settle the Company’s lawsuits and satisfy judgments, and the Company intends to repay its debt obligations with income generated from future operations. We cannot assure you that our repayment plans will be executed as planned.

Our business plans require a significant amount of capital. In addition, our future capital needs may require us to issue additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict our operations or our ability to pay dividends.

We will need significant capital to, among other things, conduct research and development and expand our production capacity as well as roll out our service network. We intend to fund the operations of the Company, mainly the volume manufacturing and delivery of K50 and K20, through raising US$55million to US$205million proceeds from public offering or private placement of its securities. Capital investment required of resuming K50 volume manufacturing is less than that required of commencing K20 volume manufacturing, as the Company already possesses the molds and equipment needed for K50 volume manufacturing and only needs to resume K50 volume manufacturing by repaying its liabilities owed to suppliers and hiring more workers working on manufacturing lines, while the Company still needs to procure necessary facilities required of K20 manufacturing. Moreover, as K50 is a luxury all-electric super sports car, for each K50 order the Company receives, the Company typically collects deposit equal to 50% of the total vehicle sales price, which provides further financial support to commence the manufacturing of such order. The Company plans to, on the other hand, only collect RMB5000 or around US$750 for each K20 pre-order, which is immaterial compared to the expenditures involved in K20 manufacturing. Consequently, the Company expects to first resume its normal operations by resuming the volume delivery of K50 within three to six months after receiving an estimated proceed of US$55million (or less if the Company receives the equivalent capital through K50’s order deposits). After the Company resumes the K50 volume manufacturing, and based on our rough estimate, we need to raise at least another US$100million in order to launch our K20 product lines. However, if the Company is able to raise more than US$55million but less than US$155million in total, we can start the procurement of materials and equipment for our K20 product lines (which takes about two months to complete) and if we have more capital, we can start to build the vehicle body assembly and welding production lines for K20 (which takes about six months to complete the construction)

58

and conduct the internal testing (which takes about another two months) before K20 production lines can be officially put into use. We expect to commence the volume delivery and fulfill the non-binding pre-sale orders for K20 within six months after the official launch of K20 product lines. Although the deposit of K20 is nominal, the volume delivery of K20 does not require further financing through public offering or private placement of our securities, instead, we plan to manufacture our K20 orders through the supply chain financing. Therefore, as long as the K20 production lines can officially launch, the Company will be able to deliver K20 in volume and fulfill any order we receive provided that the orders we receive do not exceed our annual production capacity. After the Company starts to deliver K20 in volume, and if the Company will be able to raise another US$50million through financing activities, the Company expects to release its next EV model, K25, in six months after receiving such financing.

The Company currently continues its efforts to raise capital for its business on reasonable terms through additional equity offerings or debt financing or additional bank facilities. However, there can be no assurance that the Company or Pubco can obtain the capital resources to fund its operation, in particular the delivery of K20 and other future models, as anticipated or at all. In addition, following the Business Combination, Pubco’s ability to raise capital is subject to a variety of risks and uncertainty. Consequently, any delay or failure in accomplishing the financing plan will significantly delay resuming the volume manufacturing and delivery of K50, delay or even discontinue the roll-out plan of K20, and further materially and adversely affect Pubco’s business, financial condition and results of operations.

Furthermore, as we ramp up our production capacity and operations we may also require significant capital to maintain our property, plant and equipment and such costs may be greater than anticipated. We expect our capital expenditures to be significant in the foreseeable future as we expand our business, and that our level of capital expenditures will be significantly affected by customers’ demand for our products and services. The fact that we have a limited history in offering EVs means we have limited historical data on the demand for our products and services, in particular our EVs. Specifically, we expect our capital expenditure requirement for the three years from 2023 to 2025 to be US$150million, which we currently plan to fund with our operating income generated from our vehicle sales. However, our future capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate. If we are unable to generate sufficient operating income to satisfy our capital expenditure requirement, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

We plan to seek equity or debt financing to finance a portion of our capital expenditures in the event that our operating income is insufficient to satisfy the Company’s capital expenditure requirement. Such financing might not be available to us in a timely manner or on terms that are acceptable, or at all. Our substantial amount of currently outstanding indebtedness may also affect our ability to obtain financing in a timely manner and on reasonable terms. Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us.

In addition, our future capital needs and other business reasons could require us to issue additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our shareholders.

We have historically relied on debt financing to support our operations and working capital.

As of December31, 2021 and 2022, we had a total of US$153.8million and US$94.6million, respectively, in short-term or long-term borrowings from commercial banks and other third parties. These borrowings have a term of one to ten years and weighted average interest rates of 7.31% and 8.49% per annum as of December31, 2021 and 2022, respectively. As of December31, 2022, an aggregate amount of US$20.4million was under default. As of December31, 2021 and 2022, we had current liabilities of US$424.0million and US$355.8million, respectively, and non-current liabilities of US$0.3million and US$13.1million, respectively. We were involved in lawsuits relating to its loans and other liabilities, and as of December31, 2021 and 2022, the balance of loans and borrowings associated with these lawsuits were US$56.5million and US$49.7million, respectively; and the balance of accounts payable associated with lawsuits filed by our vendors were US$65.5million and US$73.1million, respectively; and the balance of accrued expenses and other current liabilities associated with lawsuits filed by third parties were US$21.3million and US$21.3million, respectively; and the balance of payroll that were associated with lawsuits filed by our employees were US$17.9million and US$13.3million, respectively. We have not been exposed to material risks due to changes in interest rates, as our interest-bearing loans carry fixed interest

59

rates. However, we may be subject to risks from rising interest rates if and when we refinance our loans. In connection with our long-term and short-term borrowings, we and certain of our shareholders pledged to the lenders the equity interests in us and our PRC Subsidiaries, as the case may be, and such equity pledges restricted our or our shareholders’ ability to transfer or pledge the relevant equity interests to other third parties and receive dividends. Such equity pledges currently do not, however, restrict our or our shareholders’ ability to vote to approve the Business Combination or issue additional securities, because unless the equity pledges are realized, the existing equity pledges will not restrict our or our shareholders’ rights (including the voting rights) except for the ability to dispose of (including transferring or pledging) the relevant equity interests to other third parties. The equity pledges have not materially affected our normal business operations. In addition, we pledged our interests in equipment, land and fixtures of our Suzhou Plant in connection with certain of our liabilities. We defaulted under certain loan agreement, for which some of our manufacturing equipment were pledged in connection with the transaction, and as of the date of this proxy statement/prospectus, our manufacturing activities and business operations have not been adversely affected by such default. Except as disclosed above, we currently are not and do not expect to default on such liabilities. In light of the foregoing circumstances, our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to our ability to continue as a going concern in its report on our consolidated financial statements for the years ended December31, 2021 and 2022, and we have concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that the consolidated financial statements for the years ended December31, 2021 and 2022 were issued. We cannot assure you that we will not be required to make early repayment either by triggering the acceleration clauses under these loan agreements or for reasons other than contractual obligations upon their request. We also cannot assure you that we will continue to secure new debt financing or extend the maturity dates of current borrowings from our lenders upon their maturity. We cannot assure you that we will be able to find other lenders in time on commercially reasonable terms, or at all. If we fail to repay our liabilities or to satisfy court ordered payments, the creditors may apply to the competent court for an enforcement order against us. After receipt of such application for the enforcement of such liabilities and court ordered payments, the applicable court will inspect our assets and may attach, seize, freeze or auction our assets in order to enforce the liabilities and court ordered payments. In addition, we may be listed as a “dishonest person subject to enforcement” if we fail to repay our liabilities or to satisfy court ordered payments as required by the enforcement order, which may subject us to the punishment imposed by relevant PRC authorities, including but not limited to the restrictions on government procurement, tendering and bidding, government support, financing and extending of credit, market admission, awarding of qualifications, and etc. If any of these were to happen, our working capital and cash flow may be significantly stretched, which may have a material and adverse effect on our financial condition. If our assets are auctioned off to enforce court rulings with respect to the relevant pledges, our manufacturing activities and other operations may be materially disrupted, which may materially and adversely affect our business, results of operations and financial performance.

We depend on revenue generated from only one model and in the foreseeable future will be significantly dependent on a limited number of models.

Our business depends substantially on the sales and success of K50, which is currently our only mass-produced vehicle in the market. We have begun to receive non-binding pre-sale orders for our next model K20, a small-size, two-seater hatchback specially designed for urban middle-class consumers. We also expect to release our K25 model, subject to successful future financings. Historically, automobile customers have come to expect a variety of vehicle models offered in a manufacturer’s product portfolio and new and improved vehicle models to be introduced frequently. In order to meet these expectations, we expect to release another two new vehicle models in addition to the upcoming K25 catering to different consumer groups in the next three years to enrich our product portfolio. To the extent our product variety and cycles do not meet consumer expectations, or our vehicles cannot be produced on our projected timelines and cost and volume targets, our future sales may be adversely affected. Given that our business will depend on a limited number of models for the foreseeable future, to the extent a particular model is not well-received by the market, our sales volume could be materially and adversely affected. This could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to adequately control the costs associated with our operations.

We have devoted significant capital to developing and growing our business, including developing and manufacturing our vehicle models, purchasing property and equipment, constructing our manufacturing plant, procuring required raw materials, and building our sales and servicing infrastructure. We expect to further incur significant costs that will impact our profitability, including research and development expenses as we roll out new models and improve existing models, expenditures in the expansion of our manufacturing capacities, additional operating costs and expenses for production ramp-up, raw material procurement costs, and selling and distribution expenses as we build our brand and market our

60

vehicles. In particular, the COVID-19 pandemic, rising inflation and geopolitical tensions, including the recent war in Ukraine, have had, and could continue to have, an adverse impact on the global supply chain, including the availability and costs of certain raw materials, such as aluminum and steel. For instance, the resurgence of COVID-19 pandemic in various regions of China since early 2022, such as that in Shanghai since March 2022, had caused a shortage in raw materials and components and suspension of K50 manufacturing and had adversely impacted our business, results of operations and financial condition. Substantial increases in the prices for the raw materials, such as aluminum and steel, and vehicle components would increase our cost of revenue and our operating expenses, and could reduce our margins. Furthermore, currency fluctuations, tariffs or shortages in petroleum and other economic or political conditions may result in significant increases in freight charges and raw material costs. As of the date of this proxy statement/prospectus, our operations have not been materially affected by inflationary pressures and the global supply chain disruption; however, our businesses have suffered from certain negative effects caused by the COVID-19 pandemic. See “— Risks Relating to Our Business Operations — The COVID-19 outbreak has adversely affected our results of operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company — Specific Factors Affecting Our Results of Operations — Impact of COVID-19 pandemic.” In addition, we may lose control over the increase of costs in connection with our services including after-sales services. Our ability to become profitable in the future will not only depend on our ability to successfully market our vehicles and other products and services but also to control our costs. If we are unable to design, develop, manufacture, market, sell, and service our vehicles and provide services in a cost-efficient manner, our margins, profitability and growth prospects would be materially and adversely affected.

The global shortage in the supply of semiconductor chips may disrupt our operations and adversely affect our business, results of operations, and financial condition.

Since October 2020, there has been a global shortage in the supply of semiconductors for automotive production resulting from the COVID-19 pandemic, increased demand for consumer electronics, and disruption in semiconductor production due to labor shortage and severe weather. We may be adversely impacted by this global semiconductor shortage and price increases. There is no assurance that we will be able to obtain sufficient quantities of semiconductors and components containing semiconductors for our operations at a reasonable cost, or at all. In addition, similar to other components, many of the processor chips and components used in our vehicles are currently purchased by us from single-source suppliers, although we retain the flexibility to obtain processor chips and components from multiple sources of suppliers. If suppliers of semiconductor chips and components are unable to meet our needs on acceptable terms, or at all, we may be required to switch to alternative suppliers, which could be time-consuming and costly. Accordingly, our production and delivery could be materially disrupted, which could have a material adverse effect on our business, results of operations and financial condition.

Our financial results may vary significantly from period to period due to the seasonality of our business and fluctuations in our operating costs.

Our results of operations may vary significantly from period to period due to many factors, including seasonal factors that may have an effect on the demand for our vehicles. Demand for new cars typically declines over the winter season and during the Chinese New Year holiday. Our limited history in offering EVs makes it difficult for us to judge the exact nature or extent of the seasonality of our business. We may record significant increase in revenues when we commence mass delivery of a new product to fulfill customer orders accumulated in prior periods, but we may not be able to maintain our revenue at similar levels in subsequent periods. Also, any health pandemic or epidemics such as the COVID-19 outbreak and natural disasters such as unusually severe weather conditions in some markets may affect demand for, and our ability to manufacture and deliver, our vehicles. Our results of operations could also suffer if we do not achieve revenue consistent with our expectations for this seasonal demand because many of our expenses are based on anticipated levels of annual revenue.

We also expect our period-to-period results of operations to vary based on our operating costs, which we anticipate will increase significantly in future periods as we, among other things, design and develop new models, develop new technological capabilities, ramp up our manufacturing facilities, expand our physical sales and service network, and expand our general and administrative functions to support our growing operations. We may incur substantial research and development and/or selling expenses when we develop and/or promote a new product in a given period without generating any revenue from such product until we start delivery of such products to customers in future periods. As a result of these factors, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and that these comparisons may not be indicative of future performance. Moreover, our results of operations may not meet expectations of equity research analysts or investors. If this occurs, the trading price of the securities of Pubco could fall substantially either suddenly or over time.

61

We make prepayments to certain suppliers to secure their production capacity, which may stretch our cash flow and have a material and adverse effect on our financial condition.

Certain suppliers, some of whom have been our single source suppliers for critical components, have experienced strained manufacturing capacity due to various causes such as high demand of their products and shortage in raw materials. Therefore, we make prepayments to these suppliers in order to secure their production capacity in advance for critical components such as battery modules and chips. As we continue to ramp up manufacturing and take in more orders, we may have to significantly increase the amount of prepayments to secure sufficient battery modules to manufacture the battery packs on our vehicles, and therefore stretch our working capital and cash flow, which may have a material and adverse effect on our financial condition and results of operations.

Risks Relating to Our Business Operations

Our ability to develop, manufacture, and deliver EVs of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving.

Our future business depends in large part on our ability to execute on the plans to develop, manufacture, market and sell our EVs. We plan to steadily increase the manufacturing and delivery volume of our vehicles. However, due to the suspension of our production in 2020 and 2021, we cannot assure you that we will be able to step up our manufacturing capabilities to potentially match future increasing demand from customers. Our continued development, manufacturing and delivery of our vehicles are and will be subject to risks, including with respect to:

•our ability to secure necessary funding;

•the equipment we use being able to accurately manufacture the vehicle within specified design tolerances;

•compliance with environmental, workplace safety and similar regulations;

•our ability to secure necessary components on acceptable terms and in a timely manner;

•delays in delivery of final component designs to our suppliers or delays in the development and delivery of our core technologies and new vehicle models;

•our ability to attract, recruit, hire and train skilled employees;

•quality controls;

•delays or disruptions in our supply chain;

•our ability to maintain solid partnerships with strategic partners and other suppliers;

•market acceptance of EV technologies;

•marketability of our EV vehicle models; and

•other delays, backlog in manufacturing and research and development of new models, and cost overruns.

Historically, customers have expected EV makers to periodically introduce new and improved vehicle models. We plan to introduce new and/or enhanced vehicle models to meet market demand. However, we have limited experience designing, testing, manufacturing, marketing and selling EVs, and therefore cannot assure you that we will be able to meet customer expectations.

We have a limited history in offering EVs and face significant challenges as a new entrant into our industry.

Although we can trace back our experiences in the automobile industry to 2003 when our core management started the automotive design service through Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd, we have a limited history in designing and manufacturing EVs. We began to develop our first vehicle model in 2015. We also temporarily halted our production in 2020 and 2021 due to the impact of shortage of funds and the COVID-19 pandemic. As a result, we have a limited history in offering EVs, including designing, testing, manufacturing, marketing and selling our vehicles, as well as offering our services. We commenced delivery of our first vehicle model K50, a luxury all-electric super sports car, in September 2018, and we have begun to receive non-binding pre-sale orders for our second model K20, in June 2022. There is no historical basis for making judgments on the demand for our vehicles or our ability to develop, manufacture, and deliver vehicles, or our profitability in the future. It is difficult to predict our

62

future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. You should consider our business and prospects considering the risks and challenges we face as a new entrant into the EV industry, including, among other things, with respect to our ability to:

•design and produce safe, reliable and quality vehicles on an ongoing basis;

•navigate a complex and evolving regulatory environment;

•build a well-recognized and respected brand;

•break into overseas markets;

•expand our customer base;

•properly price our products and services;

•advance our technological capabilities in key areas, such as battery systems and powertrain, vehicle body construction, in-car interactive systems and autonomous driving;

•improve operating efficiency and economies of scale;

•operate our manufacturing plant in a safe and cost-efficient manner;

•attract, retain and motivate our employees; and

•anticipate and adapt to changing market conditions, including changes in consumer preferences and competitive landscape.

If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. We are in the process of ramping up manufacturing volume, and we have limited experience, in high volume manufacturing of our vehicles. We cannot assure you that we will be able to develop efficient, automated, cost-efficient manufacturing capability and processes, and reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes required to successfully mass market the K20, K25, K50 and future vehicles.

Furthermore, our vehicles are highly technical products that require ongoing maintenance and support. As a result, consumers will be less likely to purchase our vehicles now if they are not convinced that our business will succeed or that our operations will continue for many years. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed.

We may not be able to effectively manage our growth, which could negatively impact our brand and financial performance.

We have experienced significant growth in the past years. We plan to further grow our business by, among other things, investing in technology, expanding our product and service offerings, strengthening our brand recognition, expanding our sales and marketing network, and building up our global presence. Our future results of operations will depend to a large extent on our ability to manage our expansion and growth successfully.

Risks that we face in undertaking this expansion include, among others:

•managing a larger organization with a greater number of employees in different divisions;

•controlling expenses and investments in anticipation of expanded operations;

•establishing or expanding design, manufacturing, sales and service facilities;

•implementing and enhancing administrative infrastructure, systems and processes;

•increasing our market visibility in China and breaking into overseas markets; and

•executing our strategies and business initiatives successfully.

Any failure to manage our growth effectively could materially and adversely affect our business, results of operations and financial condition.

63

Our business and prospects depend significantly on our ability to build our Qiantu brand. We may not succeed in continuing to maintain and strengthen our brand, and our brand and reputation could be harmed by negative publicity regarding our company, products or services.

Our business and prospects are heavily dependent on our ability to develop, maintain and strengthen the Qiantu brand. If we do not continue to develop, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Promoting and positioning our brand will likely depend significantly on our ability to provide high quality vehicles and services, and we have limited experience in these areas. In addition, we expect that our ability to develop, maintain and strengthen the Qiantu brand will depend heavily on the success of our sales and marketing efforts. For example, we seek to enhance our brand recognition by collaborating with sales partners primarily in tier-one and tier-two cities. We also advertise our vehicles through various online channels, including several social media platforms and e-commerce platforms. While we seek to optimize resource allocation through careful selection of online sales and marketing channels, such efforts may not achieve desired results. To promote our brand, we may be required to change our branding practices, which could result in substantially increased expenses, including the need to utilize traditional media and offline advertising. If we do not develop and maintain a strong brand, our business, prospects, financial condition and results of operations will be materially and adversely impacted.

If incidents occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity. In particular, given the popularity of social media in China, any negative publicity, whether true or not, could quickly proliferate and harm consumer perceptions and confidence in our brand. In addition, from time to time, our vehicles are evaluated and reviewed by third parties. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our vehicles.

The COVID-19 outbreak has adversely affected our results of operations.

Since the beginning of 2020, the COVID-19 pandemic has resulted in the temporary closure of many corporate offices, retail stores, manufacturing facilities and factories across China and the world. In early 2020, in response to intensifying efforts to contain the spread of COVID-19, the Chinese government took a number of actions, which included, among others, extending the Chinese New Year holiday, quarantining and treating individuals in China who had contracted COVID-19, and recommending residents remain at home and avoid gathering in public. Although COVID-19 has been largely controlled in China as of the date of this proxy statement/prospectus, there have been occasional outbreaks in several cities. The outbreak and spread of COVID-19 have significantly disrupted the marketing and sales activities of our K50. In addition, our suppliers of certain parts and raw materials such as chips, especially those located in countries where the pandemic has not been successfully contained, have experienced manufacturing bottlenecks due to a shortage of labor. Although we had closely monitored our customer accounts and had not experienced significant bad debt of accounts receivable as of December31, 2022, all of these events have materially and adversely affected our business, financial condition and results of operations. In addition, our operations have experienced and may continue to experience disruptions, such as temporary closure of our offices and/or those of our customers or suppliers and suspension of services, resulting in the halt of vehicle production, and in turn fewer vehicles delivered, which have materially and adversely affected our business, financial condition, results of operations and cash flow. For example, in 2021 and 2022, we defaulted on payments to our suppliers, terminated employment with many employees, and postponed the payment of salary on several occasions. As a result, we were subject to a number of legal disputes in relation to breach of contracts and wage arrears. In addition, we experienced temporary disruption to business operations where many employees were infected with COVID-19 in December 2022. Furthermore, to the extent the COVID-19 pandemic adversely affects our business and financial condition, it has and may continue to have the effect of heightening many of the other risks, such as those, relating to our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

As a result of COVID-19, normal economic life worldwide was significantly curtailed, and disruptions to normal operation of businesses occurred in various areas, including the manufacturing and sales of vehicles in China. In addition, the global pandemic adversely affected the supply chains, including the supply and delivery of raw material and manufacturing parts, as well as the transportation of vehicles, which in turn have materially and adversely affected our business and results of operations. In addition, the quarantine measures imposed in Shanghai in March 2022 had caused a shortage in raw materials and components and suspension of K50 manufacturing and had adversely impacted our business, results of operations and financial condition. Even if the worldwide economic impact of COVID-19 gradually recedes, the pandemic will have a lingering, long-term effect on business activities and consumption behavior. We cannot assure you that we will be able to adjust our business operations to adapt to these changes and the increasingly complex environment in which we operate.

64

Our annual vehicle production volume in 2020 and 2021 was less than the minimum vehicle production volume prescribed by relevant PRC laws and regulations, and as a result, we may be deemed as being unable to maintain normal business operations, which may materially and adversely affect our business, results of operations and financial performance.

We experienced vehicle production suspension and manufactured a limited number of vehicles in 2020 and 2021. We manufactured 17 and 14 vehicles in 2020 and 2021, respectively, which was less than the minimum annual production volume for passenger vehicle manufacturers prescribed under the Administrative Rules on the Admission of Motor Vehicle Manufacturers and Products (the “Admission Rules”). According to the Admission Rules, if a motor vehicle manufacturer is unable to maintain normal operations, i.e., having an annual production volume for passenger vehicles of less than 2,000 units for two consecutive years, such enterprise may be identified by the MIIT as an “MIIT-Identified Manufacturer.” An MIIT-Identified Manufacturer is prohibited from making alterations to its market entry qualification as a motor vehicle manufacturer or to its products that have obtained market entry approval until the termination of its MIIT-identified status, which would require a determination from the MIIT that the motor vehicle manufacturer satisfies the Admission Review Standards for New Energy Vehicle Manufacturers (the “Admission Review Standards”). In 2021, the Equipment Industry Development Center of the MIIT (the “Center”) conducted on-site inspection of our manufacturing facilities and concluded that we had been unable to produce at least 2,000 passenger vehicles in both years of 2020 and 2021. On March30, 2022, Jiangsu Provincial Department of Industry and Information Technology proposed the postpone of public identification of us by the MIIT to the Center, considering that we had continuously engaged in vehicle design and development activities, settled arrears with suppliers and employees and attempted to resume production, despite the negative impact of the COVID-19 pandemic.

As of the date of this proxy statement/prospectus, we have not been identified by MIIT. However, we cannot assure you that we would not be identified by MIIT in the future. If we were identified by MIIT as an MIIT-Identified Manufacturer, we would be unable to make alterations to our market entry qualifications or to our product currently approved for market entry, which would render us unable to, among others, change the product parameters of K50 to be manufactured by us or apply for market entry for our K20, K25 or future vehicle models.

In addition, according to the Admission Rules, a motor vehicle manufacturer may manufacture and sell the corresponding motor vehicle products only upon obtaining the admission approval. Such enterprise shall continue to satisfy the relevant admission criteria. If a motor vehicle manufacturer no longer satisfies admission criteria, the MIIT shall order the enterprise to stop manufacturing and sale of the relevant products and to make corrections immediately. According to the Administrative Regulations on the Admission of Passenger Vehicle Manufacturers and Products (the “Admission Regulations”) (《乘用车生产企业及产品准入管理规则》), passenger vehicle manufacturers that have obtained the admission shall apply to MIIT for the expansion or changes in its product category. MIIT shall assess such applications in accordance with the specific admission conditions provided in Admission Conditions and Review Standards for Passenger Vehicle Manufacturers (the “Admission Conditions and Review Standards”) (《乘用车生产企业准入条件及审查要求》). If a passenger vehicle manufacturer fails to meet the specific admission conditions provided in the Admission Conditions and Review Standards, its applications for new products or its production qualifications shall be suspended. According to the Measures for Supervision and Administration of Conformity of Production of Vehicle Manufacturers and Products (《车辆生产企业及产品生产一致性监督管理办法》), as the subject of responsibility for the management of conformity of production, any vehicle manufacturer shall establish a sound conformity of production management system to ensure the conformity of vehicle products, i.e. to ensure that the relevant technical parameters, configuration and performance indicators of the vehicle products actually produced and sold are consistent with those of the vehicle products approved by the vehicle manufacturer and product announcements, vehicle samples used for tests, the certificates for products and the uploaded information of ex-factory vehicles. According to the Admission Rules, the motor vehicle manufacturers shall establish a system to manage ex-factory certificates for motor vehicle products, standardize the production, issuance, conveyance, tracing, record filing of such certificates, fill in and convey electronic information of such certificates on a real-time basis, and issue each certificate along with the motor vehicle after such motor vehicle product has passed ex-factory inspection. The information stated on a certificate shall match the technical parameters of the admitted motor vehicle product, as well as the actual technical parameters of the motor vehicle product. Where a motor vehicle manufacturing enterprise violates the administrative provisions on product certificates, the MIIT shall order such enterprise to make corrections within a stipulated period, and depending on the circumstances, suspend the conveyance of the electronic information of the motor vehicle’s certificate.

On August14, the Center issued a Notification Letter to inform us that we shall cease production or sales activities and make corrections immediately because our assembly line for chassis cannot properly operate and thus fail to satisfy the relevant admission criteria. During the period of making corrections, the applications for new products from us and the conveyance of the electronic information of our motor vehicle’s certificate shall be suspended. We have

65

made an application for a reconsideration on such decision on August18, 2023. As of the date of this proxy statement/prospectus, we have not received any reply from the Center. However, we cannot assure you that our application for reconsideration will be approved. If our application of reconsideration is not approved, we shall make corrections to the assembly line for chassis immediately as required by the Center. We anticipate that the corrections may take about three months with an expense of approximately RMB2,000,000. As soon as the corrections are made, we will apply for the lift of the restrictions on production and sale activities with the Center. If we were ordered to cease our production or sales activities, we will not be able to satisfy customers’ customization demands for K50 and to apply for, release, manufacture or sell our K20, K25 and future vehicle models before the Center lift the restrictions on production and sales activities after our completion of corrections, and consequently our business, results of operations and financial performance may be materially and adversely affected.

We are subject to the Administrative Measures for the Entry of New Energy Vehicle Manufacturers and Products, and failure to satisfy standards and requirements specified therein may materially and adversely affect our business, results of operations and financial condition.

We are subject to the Administrative Measures for the Entry of New Energy Vehicle Manufacturers and Products, which requires that new energy vehicle manufacturers shall continuously satisfy the production consistency requirement and meet the requirements prescribed under the Admission Review Standards for New Energy Vehicle Manufacturers (the “Admission Review Standards”). A new energy vehicle manufacturer that fails to consistently comply with the Admission Review Standards may be required to suspend its manufacturing and sales activities until rectification of such failures by relevant PRC authorities. A new energy vehicle manufacturer that continues to engage in vehicle manufacturing and sales upon notification by relevant authorities of failure to comply with Admission Review Standards may be subject to fines, confiscation of income and revocation of business license, and under severe circumstances, criminal liabilities. We cannot assure you that we will be able to continuously comply with the Admission Review Standards. In October 2021, we were orally informed by the Center that we failed to meet the requirements of the Admission Review Standards. As of the date of this proxy statement/prospectus, we have not been required to suspend our manufacturing and sales activities by the relevant competent government authorities. However, we cannot assure you that relevant regulatory authorities will not impose such penalties in the future due to our non-compliance with the Admission Review Standards. The suspension of our manufacturing and sales activities materially and adversely affect our business, results of operations and financial performance.

Our business depends substantially on the continuing efforts of our executive officers, key employees and qualified personnel, and our operations may be severely disrupted if we lose their services.

Our success depends substantially on the continued efforts of our executive officers and key employees. If one or more of such executive officers or key employees were unable or unwilling to continue their services with us, we might not be able to replace them easily, in a timely manner, or at all. As we build our brand and become more well-known, the risk that competitors or other companies may seek to hire our talent increases, and we may lose some of the employees as a result of our competitors’ aggressive hiring strategies. Our industry is characterized by high demand and intense competition for talent and therefore we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees. In addition, because our vehicles are based on a different technology platform than traditional ICE vehicles, individuals with the appropriate training may not be available to hire, and we will need to expend significant time and expense training those employees we hire. We also require sufficient talent in areas such as software development. Furthermore, as our Company is relatively young, our ability to train and integrate new employees into our operations may not meet the growing demands of our business, which may materially and adversely affect our ability to grow our business and results of operations.

If any of our executive officers and key employees terminates his or her services with us, our business may be severely disrupted, our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel. We have not obtained any “key person” insurance on the key personnel. If any of such executive officers or key employees joins a competitor or forms a competing company, we may lose customers, know-how and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement and a non-compete agreement with us. However, if any dispute arises between our executive officers or key employees and us, the non-competition provisions contained in their non-compete agreements may not be enforceable, especially in China, where these executive officers reside, on the ground that we have not provided adequate compensation to them for their non-competition obligations, which is required under relevant PRC laws.

66

We may depend on our suppliers, some of whom are our single source suppliers for key components of our vehicles.

Our current marketed models, K50 and K20, use many purchased parts which we source from over 100 suppliers, many of whom are currently our single source suppliers for these components, and we expect that this will be similar for any future vehicle we may produce. The supply chain exposes us to multiple potential sources of delivery failure or component shortages. While we obtain components from multiple sources whenever possible, similar to other automobile manufacturers, many of the components used in our vehicles are purchased by us from a single source. To date, we have not qualified alternative sources for some of the single sourced components used in our vehicles, and we generally do not maintain long-term agreements with our single source suppliers.

Furthermore, qualifying alternative suppliers or developing our own replacements for certain highly customized components of K20, K50 and our future vehicles may be time-consuming and costly. Any disruption in the supply of components, whether or not from a single source supplier, could temporarily disrupt the production of our vehicles until an alternative supplier is fully qualified by us or is otherwise able to supply to us the required material. We cannot assure you that we would be able to successfully retain alternative suppliers or supplies on a timely basis, on acceptable terms or at all. Changes in business conditions, force majeure, governmental changes and other factors beyond our control or anticipation could also affect our suppliers’ ability to deliver components to us on a timely basis. Any of the foregoing could materially and adversely affect our results of operations and financial condition.

Any delays in the manufacturing and commencement of volume production of vehicles in our pipeline could have a material adverse effect on our business.

We started the volume production of our first mass-produced EV, K50, in 2018 and began to deliver K50 in September 2018. We have begun to receive non-binding pre-sale orders for our next model, K20. We also expect to release our K25 model, subject to successful future financings. In addition to the upcoming K25, we plan to release another two vehicle models in the next three years, K55 and K70. However, we cannot assure you the manufacturing and release of new models will be as smooth as we anticipate. To the extent we need to delay the release of our vehicles, our growth prospects could be adversely affected as we may fail to grow our market share. Also, we rely on third-party suppliers for the provision and development of many of the key components used in our vehicles. To the extent the suppliers experience any delays in providing us with or developing necessary components or experience quality issues, we could experience delays in delivering on our timelines. Any delay in the manufacture and release of our K20, K25 or future models could lead to customer dissatisfaction and materially and adversely affect our reputation, demand for our vehicles, results of operations and growth prospects.

We manufacture our vehicles in our plant located in Suzhou, Jiangsu Province (the “Suzhou Plant”). Our Suzhou Plant currently has an annual production capacity for vehicle body assembly of 50,000 units and for welding of 15,000 units for our K50 model, and we are in the progress of constructing production lines for our K20 model, which has an estimated annual production for vehicle body assembly of 64,000 to 96,000 units and for welding of 48,000 to 72,000 units. We anticipate delivering 200 units of K50 in 2023 if we can obtain at least US$55million either through public offering or private placement of our securities or through K50 orders’ deposits, and we do not expect to commence delivery of K20 in 2023. We cannot assure you that such production plan can be achieved in a timely manner or at all, or if our future production capacity for K20 vehicles will satisfy customer demands for our vehicles, failing which may lead to customer order cancellation and negatively affect our reputation, results of operations and financial performance. Any disruption in the operation of the Suzhou Plant may have materially and adversely affect our manufacturing activities, which may cause delay and backlog in our vehicle delivery, result in customer order cancellation and negatively affect our reputation and customer perception.

Moreover, although we have not encountered insufficient capacity in the Suzhou Plant, we cannot assure you that we will not need to expand the manufacturing capacity of the Suzhou Plant in the future, and we may not have sufficient capital resources to execute such expansion as it may require us to incur substantial capital expenditures.

We may not be able to expand our sales and service network cost-efficiently.

As of the date of this proxy statement/prospectus, we operate one brand store and 27 service centers. Although we intend to primarily rely on online marketing and sales networks to expand our customer base, we may further expand our offline service network in China to deliver vehicles and perform after-sales services. Our marketing initiatives may not have the desired effect of increasing sales and enhancing our brand recognition in a cost-efficient manner. We may need to invest significant capital and management resources to operate existing brand store and invest in online marketing activities, and there can be no assurance that we will be able to improve the operational efficiency of our brand store or online marketing activities.

67

Our research and development efforts may not yield expected results.

Technological innovation is critical to our success, and we strategically develop most of key technologies in-house, such as battery systems, electric drive systems, vehicle body construction, and in-car interactive systems. We have been investing heavily on our research and development efforts. As of December31, 2022, we had assembled a strong team of 96 in-house research and development personnel with many years of industry experience in their respective fields. In 2021 and 2022, we incurred research and development expenses of US$4.0million and US$1.5million, which accounted for 6.9% and 1.3% of our total operating expenses in 2021 and 2022, respectively. Given the rapid technological changes in the industry, we need to invest significant resources in research and development to lead technological advances in order to remain competitive in the market. Therefore, we expect that our research and development expenses will continue to be significant. Furthermore, research and development activities are inherently uncertain, and we cannot assure you that we will continue to achieve technological breakthroughs and successfully commercialize such breakthroughs. As a result, our significant expenditures on research and development may not generate corresponding benefits. If our research and development efforts fail to keep up with the latest technological developments, we would suffer a decline in our competitive position.

In addition to our in-house expertise, we also rely on certain technologies of our suppliers to enhance the performance of our vehicles. We plan to upgrade our existing models and introduce new models in order to equip our vehicles with the latest technologies, which could involve substantial costs and lower our return on investment for existing models. We cannot assure you that we will be able to equip our vehicles with the latest technologies. Even if we are able to keep pace with technology advancement and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment.

We plan to primarily sell our vehicles to customers directly rather than through dealerships.

As of the date of this proxy statement/prospectus, we have one brand store in China. We plan to focus on expanding online network and engage and sell directly to our customers primarily through our website, mobile apps, offline brand store and sales partners in an integrated online and offline sales model. In addition, almost all of the vehicles are made to order. This model of vehicle distribution is relatively new and unproven, and subjects us to substantial risk as it provides for slower expansion of our distribution and sales systems than may be possible by utilizing the traditional dealer franchise system. For example, we will not be able to utilize established sales channels developed through a franchise system to increase our sales volume. Moreover, we will be competing with companies with well established distribution channels. Our success will depend in large part on our ability to effectively develop our own sales channels and marketing strategies. Implementing such distribution model is subject to numerous significant challenges, including obtaining permits and approvals from government authorities, and we may not be successful in addressing these challenges.

Prolonged lead time in fulfilling orders could lead to cancellation of orders. If there is substantial delay between order placement by customers and vehicle delivery to customers, our customer satisfaction could be adversely affected, harming our business and reputation.

Orders for our EVs may be cancelled by customers despite their deposit payment and online confirmation.

Our customers may cancel their orders for many reasons within or outside of our control. If we encounter delays in the deliveries of K20, K25, K50 or future vehicle models, a significant number of orders may be cancelled. The potential long wait from reservation to delivery could also impact customer decisions on whether to ultimately make a purchase, due to potential changes in preferences, competitive developments, and other factors. As a result, we cannot assure you that orders will not be cancelled and will ultimately result in the final purchase, delivery, and sales of the vehicles. Such cancellations could harm our business, brand image, financial condition and results of operations.

Misconduct by our employees during and before their employment with us could expose us to potentially significant legal liabilities, reputational harm and/or other damages to our business.

Many of our employees play critical roles in ensuring the safety and reliability of our products and services and/or our compliance with relevant laws and regulations. Certain of our employees have access to sensitive information and/or proprietary technologies and know-how. While we have adopted codes of conduct for all of our employees and implemented detailed policies and procedures relating to intellectual property, proprietary information and trade secrets and anti-bribery, we cannot assure you that our employees will always abide by these codes, policies and procedures, nor that the precautions we take to detect and prevent employee misconduct will always be effective. If any of our employees engage in any misconduct, illegal or suspicious activities, including but not limited to, bribery or misappropriation or leakage of sensitive client information or proprietary information, we and such employees could be subject to legal claims and liabilities and our reputation and business could be adversely affected as a result.

68

In addition, while we have screening procedures during the recruitment process, we cannot assure you that we will be able to uncover misconduct of job applicants that occurred before we offered them employment, or that we will not be affected by legal proceedings against our existing or former employees as a result of their actual or alleged misconduct, which may divert significant amount of time and attention of our management to handle these matters. Any negative publicity surrounding these cases, especially in the event that any of these employees is found to have committed any wrongdoing, could negatively affect our reputation and may have an adverse impact on our business.

Our insurance coverage strategy may not be adequate to protect us from all business risks.

We have limited liability insurance coverage for our products and business operations. A successful liability claim against us due to injuries suffered by our customers could materially and adversely affect our financial condition, results of operations and reputation. In addition, we do not have any business disruption insurance. Any business disruption event could result in substantial cost to us and diversion of our resources.

From time to time we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

We may evaluate and consider strategic investments, combinations, acquisitions or alliances to enhance our competitive position. These transactions could be material to our financial condition and results of operations if consummated. If we are able to identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction, which may result in investment losses.

Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including:

•difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;

•inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology;

•difficulties in retaining, training, motivating and integrating key personnel;

•diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses;

•strain on our liquidity and capital resources;

•difficulties in executing intended business plans and achieving synergies from such strategic investments or acquisitions;

•difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization;

•difficulties in retaining relationships with existing suppliers and other partners of the acquired business;

•risks of entering markets in which we have limited or no prior experience;

•regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business;

•assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;

•liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and

•unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

Any future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits.

69

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct activities, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. The FCPA and the U.K. Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation.

We have direct or indirect interactions with officials and employees of government agencies and state-owned affiliated entities in the ordinary course of business. These interactions subject us to an increased level of compliance-related concerns. We have implemented policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives, consultants, agents and business partners with applicable anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations. However, our policies and procedures may not be sufficient, and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistle-blower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our shares.

We are and may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings.

We are, and may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, including intellectual property, data privacy, product liability, employment, class action, whistle-blower and other litigation claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect our financial condition and results of operations. We were affected by the adverse effect of COVID-19 starting in December 2019, and suffered from deteriorated financial position. We began to default on payments due to suppliers and terminated employment relationship with many employees. As of December31, 2022, we were responsible for approximately US$180.8million in legal claims and associated penalties and interest for lawsuits filed against us.

We are subject to various environmental, safety and other laws and regulations relevant to our business that could impose substantial costs upon us and cause delays in selling and manufacturing our products, and operating manufacturing facilities.

We are subject to multiple environmental, safety and other laws and regulations related to our business, especially the sale and manufacture of our vehicles. Such as laws and regulations related to the use of hazardous materials in the manufacturing process and the operation of our manufacturing plant. Such laws and regulations govern the use, storage, discharge and disposal of hazardous materials during the manufacturing process. We are responsible for obtaining and/or periodically renewing the sale, construction, environmental protection, waste disposal permits and other relevant permits for selling and manufacturing our products and our manufacturing plants. There is no assurance that we will be able to obtain or renew such permits in a timely manner.

70

In addition, from time to time, the government of the PRC issues new regulations, which may require additional actions on our part to comply for continuing our normal operations. For example, if the Suzhou Plant or any of our other existing or future constructions fails to comply with applicable regulations or maintain the relevant permits, we could be subject to substantial liability for clean-up efforts, personal injury or fines or be forced to close or temporarily cease the operations of the Suzhou Plant or other relevant constructions, any of which could have a material adverse effect on our business, financial condition and results of operations.

If our vehicles, including software systems, fail to offer a good mobility experience and meet customer expectations, our business, results of operations and reputation would be materially and adversely affected.

Our vehicles offer certain technology functions, such as autonomous driving functions, to make the mobility experience more convenient. There can be no assurance that we will be able to continue to enhance such technology functions and make them more valuable to our customers. In the design process, we pay close attention to the preferences of our target customers. However, there can be no assurance that we are able to accurately identify consumer preferences and effectively address such preferences in our vehicle design. Furthermore, the driving experience of an EV is different from that of an ICEV, and our customers may experience difficulties in adapting to the driving experience of our vehicles. As consumer preferences are constantly evolving, we may fail to introduce desirable product features in a timely manner.

Our vehicles may contain defects in design or manufacturing that cause them not to perform as expected or that require repair, and certain features of our vehicles may take longer than expected to become enabled. These software systems may contain latent defects and errors or be subject to external attacks. Although we attempt to remedy any issues we observe in our vehicles as effectively and rapidly as possible, such efforts may not be timely or may not be to the satisfaction of our customers. Furthermore, while we have performed extensive internal testing on the vehicles we manufacture, we currently have a limited frame of reference by which to evaluate detailed long-term quality, reliability, durability and performance characteristics of our vehicles. We cannot assure you that our vehicles are free of defects, which may manifest over time. Product defects, delays or other failures of our products to perform as expected could damage our reputation and result in product recalls, product liability claims and/or significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, and results of operations.

We may be subject to risks associated with autonomous driving technologies.

We intend to utilize autonomous driving technologies to provide driver assistance-functions and upgrade autonomous driving capabilities in our vehicles. To capitalize on our in-house research and development capabilities, we may upgrade autonomous driving technologies, and plan to roll out driver-assistance functions, such as navigation assistance and valet parking assistance. Such system will be based on a high-performance domain controller and high-level redundancy across sensors, computing, actuators, power supplies, and data communication.

Autonomous driving technologies are subject to risks and, from time to time, there have been accidents associated with such technologies. Although we attempt to remedy any issues we observe in our vehicles as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of our customers. Moreover, autonomous driving technology is still evolving and is yet to achieve wide market acceptance. The safety of autonomous driving technologies depends in part on driver interaction, and drivers may not be accustomed to using such technologies. To the extent accidents associated with autonomous driving systems developed by us occur in the future, we could be subject to liability, government scrutiny and further regulation. Furthermore, accidents or defects caused by third parties’ autonomous driving technology may negatively affect public perception, or result in regulatory restrictions, with respect to autonomous driving technology.

Autonomous driving technologies may be affected by regulatory restrictions. For example, our research and development activities on autonomous driving will be subject to regulatory restrictions on surveying and mapping, as well as driverless road testing. Any tightening of regulatory restrictions could have a material adverse impact on our development of autonomous driving technology.

Our vehicles may not perform in line with customer expectations.

Our vehicles, including K20, K25, K50 and any future vehicle models, may not perform in line with customers’ expectations. For example, our vehicles may not be as durable as other vehicles in the market and may not be as easy and convenient to repair as other vehicles in the market. Any product defects or any other failure of our vehicles to

71

perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition and results of operations.

In addition, the range of our vehicles on a single charge may decline as a function of usage, time and charging patterns as well as other factors, although we have adopted measures to reduce the possibility of battery decay of our vehicles. For example, a customer’s use of his or her EV as well as the frequency with which he or she charges the battery can result in additional deterioration of the battery’s ability to hold a charge. Battery deterioration and decrease in range as a result may negatively influence potential customers’ decision to purchase our EVs, which may adversely affect our ability to market and sell our EVs. There can be no assurance that we will be able to continue to improve cycle performance of our battery packs in the future.

Furthermore, our vehicles may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. We cannot assure you that the software system installed on our vehicles will ultimately perform in line with expectations. Our vehicles use a substantial amount of software code to operate and software products are inherently complex and often contain defects and errors when first introduced. While we have performed extensive internal testing on our vehicles’ software and hardware systems, we have a limited frame of reference by which to evaluate the long-term performance of our systems and our vehicles. There can be no assurance that we will be able to detect and fix any defects in the vehicles prior to their sale to consumers. If any of our vehicles fail to perform as expected, we may need to delay deliveries, initiate product recalls and provide servicing or updates under warranty at our expense, which could adversely affect our brand in our target markets and could adversely affect our business, financial condition and results of operations.

Our vehicles are subject to motor vehicle standards in each country where we sell our vehicles, and the failure to satisfy such mandated safety standards would have a material adverse effect on our business and results of operations.

All vehicles sold must comply with various standards of the market where the vehicles were sold. In China, vehicles must meet or exceed all mandated safety standards. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving such standards. Vehicles must pass various tests and undergo a certification process and be affixed with the China Compulsory Certificate (the “CCC certification”), before receiving delivery from the factory, being sold, or being used in any commercial activity, and such certification is also subject to periodic renewal. Our K50 first received the CCC certification in June 2018. Furthermore, the government carries out the supervision and scheduled and unscheduled inspection of certified vehicles on a regular basis. In the event that our certifications fail to be renewed upon expiry, a certified vehicle has a defect resulting in quality or safety accidents, or consistent failure of certified vehicles to comply with certification requirements is discovered during follow-up inspections, the CCC may be suspended or even revoked. With effect from the date of revocation or during suspension of the CCC, any vehicle that fails to satisfy the requirements for certification may not continue to be delivered, sold, imported or used in any commercial activity. Failure by us to have K20, K25, K50 or any future model EV satisfy motor vehicle standards would have a material adverse effect on our business and results of operations.

If we are unable to provide quality services, our business and reputation may be materially and adversely affected.

We aim to provide consumers with a good customer service experience, including providing our customers with access to a comprehensive suite of charging solutions, after-sales services and other ancillary services. Our services may fail to meet our customers’ expectations, which could adversely affect our business, reputation and results of operations. Currently, offline after-sale services are primarily carried out by service centers, which may have limited experience in servicing our vehicles. Servicing EVs is different from servicing ICE vehicles and requires specialized skills, including high voltage training and servicing techniques. There can be no assurance that our after-sale service arrangements will adequately address the service requirements of our customers to their satisfaction, or that we or our service centers will have sufficient resources to meet these service requirements in a timely manner as the volume of vehicles we deliver increases. Moreover, we provide ancillary services to facilitate auto finance and purchase of auto insurance for our customers and we may expand our service offering in the future. However, we cannot assure you that we will be able to successfully monetize these ancillary services. In addition, we seek to engage with our customers on an ongoing basis using online channels. If we are unable to roll out and establish a broad online service network, consumer experience could be adversely affected, which in turn could materially and adversely affect our sales, results of operations and prospects.

72

Our warranty reserves may be insufficient to cover future warranty claims which could adversely affect our financial performance.

We offer competitive warranty terms. For customers of K50, we offer (1) a five-year or 100,000-km warranty, and (2) an eight-year or 160,000-km warranty for critical components, such as battery pack, motors and electric control system. Customer may also elect to purchase our upgraded services, such as lifelong roadside assistance services and lifelong warranty services. We accrue a warranty reserve for the vehicles sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls when identified. We have limited experience with warranty claims regarding our vehicles or with estimating warranty reserves. We cannot assure you that such reserves will be sufficient to cover future claims. We could, in the future, become subject to a significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our business, financial condition and results of operations.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend against such claims.

If we become liable for product liability claims, our business, results of operations and financial condition may be harmed. The EV industry experiences significant product liability claims and we face inherent risk of exposure to claims in the event our vehicles do not meet applicable standards or requirements, resulting in property damage, personal injury or death. Our risks in this area are particularly pronounced given we have limited experience of offering our EVs. Although we implement full-cycle quality control, covering design, procurement, production, sales and after-sales services, we cannot assure you that our quality control measures will be as effective as we expect. Any failure in any of our quality control steps would cause a defect in our vehicles, and in turn, could harm our customers. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our vehicles and business and inhibit or prevent commercialization of our future vehicle models, which would have material adverse effect on our brand, business, financial condition and results of operations.

We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image, business and results of operations.

If our vehicles are subject to recalls in the future, we may be subject to adverse publicity, damage to our brand and liability for costs. In the future, we may at various times, voluntarily or involuntarily, initiate a recall if any of our vehicles, including any systems or parts sourced from our suppliers, prove to be defective or noncompliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image, business and results of operations.

The battery packs on our vehicles may catch fire or vent smoke and flame on rare occasions.

Our EVs’ battery packs make use of lithium cells. On rare occasions, lithium cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium cells. While our batteries are built with robust safety features and strong thermal management capabilities, there can be no assurance that our batteries will always function safely. If any safety accident occurs to any of our vehicles’ battery pack, we could be subject to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive. Also, negative public perceptions regarding the suitability of lithium cells for automotive applications or any future incident involving lithium cells, such as a vehicle fire, even if such incident does not involve our vehicles, could seriously harm customers’ confidence in our vehicles.

Furthermore, we may store high volumes of lithium cells and battery modules and packs at our facilities. Any mishandling of battery cells may cause disruption to the operation of such facilities. While we have implemented safety procedures related to the handling of the cells, there can be no assurance that a safety issue or fire related to the cells would not disrupt our operations. Any such disruptions or issues may harm our brand and business.

73

If our vehicle owners customize our vehicles or change the charging infrastructure with after-market products, the vehicle may not operate properly.

Automobile enthusiasts may seek to “hack” our vehicles to modify their performance which could compromise vehicle safety systems. Also, customers may customize their vehicles with after-market parts that can compromise driver safety. We do not test, nor endorse, such changes or products. In addition, the use of improper external cabling or unsafe charging outlets can expose our customers to injury from high voltage electricity. Such unauthorized modifications could reduce the safety of our vehicles and any injuries resulting from such modifications could result in adverse publicity which would negatively affect our brand and harm the business, financial condition and results of operations.

If we upgrade our manufacturing equipment more quickly than expected, we may have to shorten the useful lives of any equipment to be retired as a result of any such update, and the resulting acceleration in our depreciation could negatively affect our financial results.

We have invested and expect to continue to invest significantly in tooling, machinery and other manufacturing equipment in its manufacturing facilities, and we depreciate the cost of such equipment over their expected useful lives. However, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing process with cutting-edge equipment more quickly than expected. Moreover, as our engineering and manufacturing expertise and efficiency increase, we may be able to manufacture our vehicles using less of our installed equipment. The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment to be accelerated, and to the extent we own such equipment, our results of operations could be negatively impacted.

If we fail to maintain an effective system of internal control over financial reporting after the completion of the Business Combination, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in us and the market price of Pubco Class A Ordinary Shares may be adversely affected.

Prior to the completion of the Business Combination, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of auditing our consolidated financial statements for 2021 and 2022, we identified two material weaknesses in our internal control over financial reporting as of December 31, 2022. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to (1) lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (2) lack of independent directors and an audit committee. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

We have implemented and are continuing to implement a number of measures to address the material weaknesses that have been identified. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company — Internal Control Over Financial Reporting.” However, we cannot assure you that we will be able to continue implementing these measures in the future, or that we will not identify additional material weaknesses or significant deficiencies in the future.

Upon the completion of the Business Combination, Pubco will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with its second annual report on Form 20-F after becoming a public company. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our post-Business Combination management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or

74

if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation. While documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect our business, financial condition and results of operations.

The global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and the European Union. There have been concerns over the downturn in economic output caused by the COVID-19 outbreak. It is unclear whether these challenges will be contained and what effects they each may have. Economic conditions in China are sensitive to global economic conditions. As a result of the COVID-19 outbreak, the Chinese economy is subject to the risk of a general slowdown in 2022 Any prolonged slowdown in China’s economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors.

Sales of our vehicles depend in part on discretionary consumer spending and are even more exposed to adverse changes in general economic conditions. In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of our vehicles and our results of operations may be materially and adversely affected.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

Our business could be adversely affected by the effects of epidemics. In recent years, there have been outbreaks of epidemics in China and globally. If any of our employees are identified as a possible source of spreading COVID-19, H1N1 flu, avian flu or another epidemic, we may be required to quarantine employees that are suspected of being infected, as well as others that have come into contact with those employees. We may also be required to disinfect our affected premises, which could cause a temporary suspension of certain business operations. A recurrence of an outbreak of COVID-19, H1N1 flu, avian flu or another epidemic could restrict the level of economic activities generally and/or slow down or disrupt our business activities, which could in turn adversely affect our results of operations.

We are also vulnerable to natural disasters and other calamities. Although we have servers that are hosted in an offsite location, our backup system does not capture data on a real-time basis, and we may be unable to recover certain data in the event of a server failure. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services to our customers.

Risks Relating to Our Technology and Intellectual Property and Data Privacy

Our business may be adversely affected if we are unable to protect our technology and intellectual property from unauthorized use by third parties.

Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on, and plan to continue relying on, a combination of trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other

75

contractual rights to retain ownership of, and protect, our technology. Failure to adequately protect our technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects, financial condition and results of operations.

The measures we take to protect our technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•the patent application we have submitted may not result in the issuance of any patents;

•the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights;

•the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable;

•current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software;

•know-how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and

•proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.

Intellectual property and trade secret laws vary significantly throughout the world. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be costly, difficult or even impossible.

Any issued patent which may result from the pending patent application may come to be considered “standards essential.” If this is the case, we may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of our technology and intellectual property, and those derivative works may become directly competitive with our products and services. Finally, we may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by our vendors in connection with design and manufacture of its products, thereby jeopardizing our ability to obtain a competitive advantage over its competitors.

Our patents may expire and may not be extended, and our currently pending or future patent applications may not be granted.

As of December31, 2022, we had 1,319 registered patents and 42 pending patent applications in China and overseas jurisdictions. We cannot assure you that all of our pending patent applications will be granted. Even if our patent applications are granted, it is still uncertain whether these patents will be contested, circumvented, or invalidated in the future. In addition, the rights granted under any registered patents may not provide us with meaningful protection or competitive advantages. The claims under any patents may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. It is also possible that the intellectual property rights of others could bar us from licensing and exploiting its patents. Numerous patents and pending patent applications owned by others exist in the fields where we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing patents or pending patent applications may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our vehicles or components, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights. Companies holding

76

patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. Our applications and use of trademarks relating to our design, software or other technologies could be found to infringe upon existing trademark ownership and rights. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

•cease selling, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the challenged intellectual property;

•pay substantial damages;

•seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;

•redesign our vehicles or other goods or services; or

•establish and maintain alternative branding for our products and services.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, results of operations and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, service marks, patents, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success. We rely on trademark and patent law, trade secret protection and confidentiality and license agreements with our employees and others to protect proprietary rights. We have invested significant resources to develop intellectual property. Failure to maintain or protect these rights could harm our business. In addition, any unauthorized use of our intellectual property by third parties may adversely affect our current and future revenues and our reputation.

Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China may not be as effective as in the United States or other countries with more developed intellectual property laws. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive. We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and we cannot assure you that the steps we have taken or will take will prevent misappropriation of our intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect us effectively. In particular, we may not be able to prevent others from developing or exploiting competing technologies, which could have a material and adverse effect on our business operations, financial condition and results of operations.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, or unauthorized access or control of our vehicles’ systems, which could harm our business.

We face, and will face, various cybersecurity risks to our systems, products, and operations. Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse, corruption, unavailability, or theft of data. Our operations, products, and intellectual property also inherently are at risk of loss, inappropriate access or use, or tampering by both insider threats and external bad actors. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and we have been subject to and may experience these types of incidents on our systems in the future. We continue to enhance our network security measures by improving network segmentation and deploying more extensive backup solutions. Our board of directors is generally responsible for overseeing the formulation and

77

implementation of our network security measures. However, we cannot guarantee that future attacks will not occur or that future attacks will not cause more severe disruption or material costs in the future. In addition, our customers, suppliers and service providers face similar threats and growing cybersecurity requirements. Our third-party service providers and service providers may be targeted or impacted by such attacks. We currently do not maintain policies and procedures to oversee cybersecurity risks with respect to our customers, supply chain, suppliers and service providers, and we cannot guarantee that they or their third-party service providers’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us and our services.

Any security breach or incident, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus, malware, ransomware or similar breach or disruption to our networks and systems, or those of third parties upon which we rely, or the perception or report that any of these have occurred, could result in the loss, corruption, misuse, or unauthorized disclosure of confidential information, damage to our reputation, litigation, regulatory investigations and proceedings, fines, penalties, or other liabilities. No assurance can be made that any limitations of liability provisions in our agreements with our customers, third-party service providers, or in other contracts, would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. Further, insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks and other security breaches and incidents. We may incur significant costs in an effort to detect and prevent security breaches and other security-related incidents, and its costs may increase as we make improvements to our systems and processes to prevent future breaches and incidents. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our service providers or other third parties.

In addition, our vehicles contain complex information technology systems to support connectivity functions such as 4G and Bluetooth. We have designed, implemented and tested security measures intended to prevent unauthorized access to our information technology networks and our vehicles’ technology systems. However, hackers may attempt to gain unauthorized access to modify, alter and use such networks and systems. We encourage reporting of potential vulnerabilities in the security of our vehicles, and we aim to remedy any reported and verified vulnerability. However, we cannot assure you that vulnerabilities will not be exploited in the future before they can be identified, or that our remediation efforts are or will be successful. Any cyber-attacks, unauthorized access, disruption, damage or control of our information technology networks or our vehicles’ systems or any loss or leakage of data or information stored in our systems could result in legal claims or proceedings. In addition, regardless of their veracity, reports of cyber-attacks to our information technology networks or our vehicles’ systems or data, as well as other factors that may result in the perception that our information technology networks or our vehicles’ systems or data are vulnerable to “hacking,” could negatively affect our brand and harm our business, financial condition and results of operations.

We have procedures in place designed to enable us to quickly recover our data storage and network capability from a disaster or catastrophe. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such procedures, including by lengthening the time services are partially or fully unavailable to customers. It may be difficult or impossible of us to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect our business, financial condition and results of operations.

We retain certain information about our customers and may be subject to various privacy and consumer protection laws.

We use our vehicles’ electronic systems to log information about each vehicle’s use, such as charge time, battery usage, mileage and driving behavior, in order to aid us in vehicle diagnostics, repair and maintenance, as well as to help us customize and optimize the driving and riding experience. Our customers may object to the use of these data, and possession and use of our customers’ driving behavior and data in conducting our business may subject us to legislative and regulatory burdens in China and other jurisdictions, which could require security review or assessment of critical data, require us to report any data breach, restrict our use of such information and hinder our ability to acquire new customers or market to existing customers. If customers allege that we have improperly collected, used, released or disclosed their personal information, we could face civil or criminal penalty, legal claims and reputational damage. We may incur significant expenses to comply with privacy, consumer protection and security standards and protocols imposed by laws, regulations, industry standards or contractual obligations. If third parties improperly obtain and use the personal information of our customers, we may be required to expend significant resources to resolve these problems which could materially and adversely affect our business, financial condition and results of operations.

78

Actual or alleged failure to comply with data privacy and protection laws and regulations could damage our reputation and discourage consumers from purchasing our vehicles.

We are subject to various data privacy and protection laws and regulations in China, including, without limitation, the PRC Cyber Security Law and the PRC Personal Information Protection Law. Pursuant to these laws and regulations, a service provider is required to obtain a user’s consent to collect the user’s personal information. We are required by the PRC laws to ensure the confidentiality, integrity, availability and authenticity of the information of our users and customers, which is also essential to maintaining their confidence in our EVs and services. See “CH-AUTO TECH’s Business — Regulation — Regulations on Internet Information Security and Privacy Protection.” We have adopted and plan to further adopt strict information security policies to protect the data with which we are entrusted. We may collect customer information during the ordinary course of business, and we will obtain prior consent from our customers in accordance with applicable laws and regulations. For further information, see “CH-AUTO TECH’s Business — Data Privacy and Security.”

However, advances in technology, an increased level of sophistication and diversity of our products and services, an increased level of expertise of hackers, new discoveries in the field of cryptography or others can still result in a compromise or breach of the measures that we use. The collection, use and transmission of customer data may subject us to legislative and regulatory burdens in China and other jurisdictions, which could, among other things, require security review or assessment of critical data, require us to report data breach, restrict our use of such information and hinder our ability to acquire new customers or serve existing customers. If we are unable to protect our systems and the information contained therein from unauthorized access, modification or destruction, such security breaches could give rise to our liabilities to the owners of confidential information, or subject us to fines and penalties. In addition, complying with various laws and regulations could cause us to incur substantial costs or require us to change our business practices, including our data practices, in a manner adverse to our business.

On August 16, 2021, the CAC, together with the NDRC, the MIIT, the Ministry of Public Security, and the Ministry of Transport, jointly issued the Provisions on Management of Automotive Data Security (Trial) (“Management Provisions”), which took effect on October 1, 2021, showing the clear intent that data security of the automotive industry will be strictly regulated. According to the Management Provisions, carmakers and other data processors shall not collect data on trips unless they have the drivers’ and passengers’ consent. Data collected within vehicles should be desensitized and should not be used outside vehicles unless necessary. Sensitive private data should be deleted within 10 days of drivers’ and passengers’ requests. Critical data shall be stored within China that involves such things as China’s military, government, traffic, and logistics information as well as EVs’ charging networks, and must not be exported before it passes security assessment by the CAC and relevant departments of the State Council of the PRC. Carmakers, auto suppliers, and other data processors are also required to submit annual reports about their data-related operations.

We generally comply with industry standards and are subject to the terms of our own privacy policies. Compliance with any additional laws could be expensive, and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Significant capital and other resources may be required to protect against information security breaches, alleviate problems caused by such breaches, or to comply with our privacy policies or privacy-related legal obligations.

If we were found to be in violation of customers’ rights to data privacy, we could face administrative investigation, disciplinary actions, civil claims and reputational damage. We may incur significant expenses to comply with laws and regulations relating to data privacy, data security and consumer protection, as well as relevant industry standards and contractual obligations. If third parties improperly obtain and use the personal information of our customers, we may be required to expend significant resources to resolve such problems.

Furthermore, the interpretation and application of cybersecurity, data privacy and personal information protection laws and regulations and standards are still uncertain and evolving. For a detailed discussion of the regulatory development, see “— Risks Relating to Doing Business in China — Substantial uncertainties exist with respect to the interpretation and implementation of cybersecurity related regulations and cybersecurity review as well as any impact these may have on our business operations.”

We cannot assure you that relevant governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us. We may also become subject to additional or new laws and regulations regarding the protection of personal information or privacy-related matters in connection with our methods for data collection and storage. In addition to the regulatory requirements, consumer attitudes towards data privacy are also

79

evolving, and consumer concerns about the extent to which their data is collected by us may adversely affect our ability to gain access to data and improve our technologies, products and services. Furthermore, the integrity of our data protection measures could be compromised by system failures, security breaches or cyber-attacks. If we are unable to comply with the applicable laws and regulations or effectively address data privacy and protection concerns, such actual or alleged failure could damage our reputation, discourage consumers from purchasing our EVs and subject us to significant legal liabilities.

Interruption or failure of our information technology and communications systems could impact our ability to effectively provide our services.

We enable our customers to access a variety of features and services through our mobile apps. In addition, certain of vehicles’ features depend to a certain extent on connectivity to our information technology systems. As such, the availability and effectiveness of our services depend on the continued operation of our information technology and communications systems. Our systems are vulnerable to damage or interruption from, among others, fire, terrorist attacks, natural disasters, power loss, telecommunications failures, computer viruses or other attempts to harm our systems. Our data centers are also subject to break-ins, sabotage, and intentional acts of vandalism, and to potential disruptions. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. Any problems at our data centers could result in lengthy interruptions in our service. In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in our services or the failure of our systems.

Risks Relating to the EV Market and Related Regulations

The EV industry in China is highly competitive, and we may not be successful in competing in this industry.

The EV industry in China is highly competitive. We expect this industry will become more competitive in the future as additional players enter into this industry. We compete directly with other pure-play EV companies such as Tesla as well as traditional vehicle manufacturers who are entering the EV market. To a lesser extent, our vehicles compete with other premium ICEVs. Many of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. We expect competition in our industry to intensify in the future in light of increased demand and regulatory push for alternative fuel vehicles, continuing globalization and consolidation in the worldwide automotive industry. Factors affecting competition include, among others, product quality and features, innovation and development time, pricing, reliability, safety, fuel economy, customer service and financing terms. Increased competition may lead to lower vehicle unit sales and increased inventory, which may result in downward price pressure and adversely affect our business, financial condition and results of operations. Our ability to successfully compete in our industry will be fundamental to our future success in existing and new markets and our market share. There can be no assurance that we will be able to compete successfully in our markets. If our competitors introduce new cars or services that successfully compete with or surpass the quality or performance of our cars or services at more competitive prices, we may be unable to satisfy existing customers or attract new customers at the prices and levels that would allow us to generate attractive rates of return on our investment.

We may also be affected by the growth of the overall automotive market in China. If demand for automobiles in China continues to decrease, our business, financial condition and results of operations could be materially adversely affected.

The unavailability, reduction or elimination of government and economic incentives or government policies that are favorable for new energy vehicles and domestically produced vehicles could materially and adversely affect our business, financial condition and results of operations.

Our business has benefited from government subsidies, economic incentives and government policies that support the growth of new energy vehicles. Favorable government incentives and subsidies in China include one-time government subsidies, exemption from vehicle purchase tax, exemption from license plate restrictions in certain cities, preferential utility rates for charging facilities and more. For example, each qualified purchaser of our vehicles enjoys subsidies from China’s central government and certain local governments. Furthermore, in certain cities, quotas that limit the purchase of ICEVs do not apply to EVs, thereby incentivizing customers to purchase EVs. Changes in government subsidies, economic incentives and government policies to support NEVs could adversely affect the results of our operations.

80

In April 2020, the Ministry of Finance of the PRC, together with several other PRC government departments, issued the Announcement on Policies concerning the Exemption of New Energy Vehicles from Vehicle Purchase Tax, and in April 2020, December 2020 and September 2022, the said PRC government departments issued the Circular on Improving the Fiscal Subsidy Policies for the Promotion and Application of New Energy Vehicles, the Circular on Further Improving the Fiscal Subsidy Policies for the Promotion and Application of New Energy Vehicles (collectively, the “2020 Subsidy Circular”) and the Announcement on Continuation of Policies for Exemption of Vehicle Purchase Tax for New Energy Vehicles, which extended certain subsidies and tax exemptions on EV purchases to the end of 2023. China’s central government also provides certain local governments with funds and subsidies to support the roll out of a charging infrastructure. These policies are subject to certain limits as well as changes that are beyond our control, and we cannot assure you that future changes, if any, would be favorable to our business. For instance, according to the 2020 Subsidy Circular, in principle, the subsidies for new energy vehicle purchases from 2020 to 2022 will generally be lowered by 10%, 20% and 30%, respectively, based on the level of the previous year, with limited exceptions in the area of public transport, and the total number of new energy vehicles in China that will be entitled to such subsidies should be no more than two million each year. Furthermore, certain of our subsidiaries have received subsidies or grants from local governments. Any reduction or elimination of government subsidies and economic incentives because of policy changes, fiscal tightening or other factors may result in the diminished competitiveness of the EV industry generally or our vehicles in particular. In addition, as we seek to increase our revenues from vehicle sales, we may also experience an increase in accounts receivable relating to government subsidies. Any uncertainty or delay in collection of the government subsidies may also have an adverse impact on our financial condition. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

We may also face increased competition from foreign OEMs due to changes in government policies. For example, the tariff on imported passenger vehicles (other than those originating in the United States of America) was reduced to 15% starting on July 1, 2018. As a result, the pricing advantage of domestically-manufactured vehicles could be diminished.

The restriction on foreign ownership of new energy vehicle manufacturers was lifted in 2018. In addition, pursuant to the Special Administrative Measures for Market Access of Foreign Investment (2021) (the “Negative List (2021 Version)”), which was jointly promulgated by the NDRC and the MOFCOM on December 27, 2021 and effective on January 1, 2022, there is no restriction on foreign ownership of automakers for ICE passenger vehicles. As a result, foreign EV competitors and foreign ICE automakers could build wholly-owned facilities in China without the need for a domestic joint venture partner. For example, Tesla has constructed the Tesla Giga Shanghai factory in Shanghai without a joint venture partner. These changes could increase our competition and reduce our pricing advantage, which may adversely affect our business, results of operations and financial condition.

Our industry is rapidly evolving and may be subject to unforeseen changes. Developments in alternative technologies or improvements in the ICE may materially and adversely affect the demand for our vehicles.

We primarily operate in the EV markets in China. EV markets in China and Europe are rapidly evolving and may not develop as we anticipate. The regulatory framework governing the industry currently involves many uncertainties and may remain uncertain for the foreseeable future. As our industry and our business develop, we may need to modify our business model or change our products and services. These changes may not achieve expected results, which could have a material adverse effect on our business, financial condition and results of operations.

Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. In addition, a sustained depression of petroleum price could make the ownership of ICEVs more attractive to consumers. Any failure by us to successfully react to changes in alternative technologies and market conditions could materially harm our competitive position and growth prospects.

Our future growth is dependent upon consumers’ willingness to adopt EVs.

The demand for our vehicles and services will highly depend upon the adoption by consumers of new energy vehicles in general and EVs in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, prices and the competitive landscape, evolving government regulation and industry standards and changing consumer demands and behaviors. Other factors that may influence the adoption of new energy vehicles, and specifically EVs, include:

•perceptions about EV quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs, whether or not such vehicles are produced by us or other OEMs;

81

•perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technologies, such as autonomous driving and lithium battery cells;

•the limited range over which EVs may be driven on a single battery charge and the speed at which batteries can be charged;

•the decline of an EV’s range resulting from deterioration over time in the battery’s ability to hold a charge;

•the availability of other types of new energy vehicles, including plug-in hybrid EVs;

•improvements in the fuel economy of the internal combustion engine;

•the availability of after-sales service for EVs;

•the environmental consciousness of consumers;

•access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost for charging an EV;

•the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of non-polluting vehicles;

•perceptions about and the actual cost of alternative fuel; and

•macroeconomic factors.

Any of the factors described above may cause current or potential customers not to purchase our vehicles and use our services. If the market for EVs does not develop as we expect or develops more slowly than we expect, our business, financial condition and results of operations will be materially and adversely affected.

Risks Relating to Doing Business in China

The PRC government may intervene or influence our operations at any time, which could result in a material change in your operations and/or the value of the securities we are registering. If the PRC government significantly regulates our business operations in the future and we are not able to substantially comply with such regulations, our business operations may be materially adversely affected and the value of our securities after the completion of the Business Combination may significantly decrease.

We believe that the PRC government may intervene or influence our operations at any time, which could result in a material change in your operations and/or the value of the securities we are registering. The ability of our PRC subsidiaries to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, we believe that government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then holds in Chinese properties.

As such, the business operations of our PRC subsidiaries and the EV industry may be subject to various government and regulatory interference in the provinces in which our entities operate. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In the event that we are not able to substantially comply with any existing or newly adopted laws and regulations, our business operations may be materially adversely affected and the value of our securities may significantly decrease.

The PRC government may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

The PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. For example, on July 6, 2021, the relevant PRC government authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance

82

with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. On December 28, 2021, the NDRC, the MIIT, and several other administrations jointly published the Measures for Cybersecurity Review, effective on February 15, 2022, which required that, among others, operators of “critical information infrastructure” purchasing network products and services or network platform operators carrying out data processing activities, that affect or may affect national security, shall apply with the Cybersecurity Review Office for a cybersecurity review. In addition, a network platform operator holding over one million users’ personal information shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. On November 14, 2021, the CAC released the draft Administrative Regulations for Internet Data Security (Draft for Comments) (the “Draft Regulations for Internet Data Security”), which requires, among others, that a prior cybersecurity review should be required for listing abroad of data processors which process over one million users’ personal information, and the listing of data processors in Hong Kong which affects or may affect national security.

On February17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March31, 2023. Pursuant to the Trial Measures, a PRC domestic enterprise seeking to issue and list its shares overseas shall comply with the filing procedures and report relevant information to the CSRC. Such overseas securities issuance and listing include direct and indirect issuance and listing. An offering and listing shall be deemed as a PRC company’s indirect overseas offering and listing if the issuer meets the following conditions: (1) any of the operating income, gross profit, total assets, or net assets of the PRC enterprise in the most recent fiscal year was more than fifty percent (50%) of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (2) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, or the principal place of business is in the PRC or the main part of the business operations are carried out in the PRC. A domestic enterprise achieving direct or indirect overseas listing through one or more acquisitions, share swap, share transfer or other trading arrangement shall also comply with the filing procedures. If a domestic company fails to comply with the filing procedure pursuant to the Trial Measures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warning, and fines, and certain personnel of such domestic companies, such as their controlling shareholders, actual controllers, the person directly in charge and other directly liable persons, may also be subject to administrative penalties, such as warnings and fines. However, since the Trial Measures was newly promulgated, the interpretation, application and enforcement of the Trial Measures remain unclear. Based on the opinion of the Company’s PRC counsel and its interpretation of the Trial Measures and other currently effective PRC laws and regulations, the Company is required to comply with the filing procedures with the CSRC in connection with the Business Combination for purposes of the listing of Pubco Ordinary Shares on Nasdaq. The Company may be deemed not comply with the filing procedures because the filing materials are incomplete or not meet the requirements of the CSRC or fail to answer CSRC’s follow-up questions based on the Company’s filing materials or provide supplementary materials as required by the CSRC. Any failure to comply with the filing procedure pursuant to the Trial Measures or concealment of any material fact or falsification of any major content in the filing documents could result in administrative penalties such as order to rectify, warnings, and fines, and certain personnel of the Company, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons, may also be subject to administrative penalties, such as warnings and fines, which could materially and adversely affect our business, financial condition, results of operations, and prospects.

In addition, since the Draft Regulations for Internet Data Security are in the process of being formulated and the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law remain unclear on how it will be interpreted, amended and implemented by the relevant PRC governmental authorities, it remains uncertain whether PRC governmental authorities will further promulgate new rules to regulate overseas listing and whether we are required to obtain any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for the issuance of our securities overseas. If the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for listing our securities on Nasdaq or for our offerings of securities overseas, we may be unable to obtain such approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline or be worthless.

83

Uncertainties with respect to the PRC legal system, regulations and enforcement policies could adversely affect the Pubco, the Company and its PRC subsidiaries. The enforcement of laws and rules and regulations in China may change quickly with little advance notice, which could hinder the Pubco’s ability to offer or continue to offer the securities, result in a material adverse change to the business operations of the Pubco’s subsidiaries, and damage the Pubco’s reputation. In such event, the Pubco’s financial condition and results of operations may be materially and adversely affected, and the Pubco’s securities may significantly decline in value or become worthless.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, we believe that China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings, and the level of legal protection available to you and us.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business, financial condition and results of operations.

New laws and regulations may be enacted from time to time and substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to our businesses. In particular, the PRC government authorities may continue to promulgate new laws, regulations, rules and guidelines governing new economy companies with respect to a wide range of issues, such as intellectual property, unfair competition and antitrust, privacy and data protection, and other matters. Compliance with these laws, regulations, rules, guidelines, and implementations may be costly, and any incompliance or associated inquiries, investigations, and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative penalties, or materially and adversely affect our business, financial condition, results of operations, and the value of our Class A Ordinary Shares. The enforcement of laws and rules and regulations in China may change quickly with little advance notice, which could hinder our ability to offer or continue to offer the securities, result in a material adverse change to our business operations, and damage our reputation. In such event, our financial condition and results of operations may be materially and adversely affected, and our Class A Ordinary Shares may significantly decline in value or become worthless.

The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with the issuance of our securities overseas, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and the listing of our securities after the completion of the Business Combination and our offshore offerings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such obtained approval, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to

84

take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As a follow-up, on February17, 2023, the CSRC issued the Trial Measures. The Trial Measures propose to establish a new filing-based regime to regulate overseas offerings and listings by domestic companies. The examination and determination of an indirect offering and listing will be conducted on a substance-over-form basis, and an offering and listing shall be deemed as a PRC company’s indirect overseas offering and listing if the issuer meets the following conditions: (1) any of the operating income, gross profit, total assets, or net assets of the PRC enterprise in the most recent fiscal year was more than fifty percent (50%) of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (2) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, or the principal place of business is in the PRC or the main business operations are carried out in the PRC. Furthermore, a domestic enterprise achieving direct or indirect overseas listing of its assets through one or more acquisitions, share swap, share transfer or other trading arrangement shall also fulfil the filing procedures.

On February 17, 2023, the CSRC held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies (the “Filing Notice”), according to which the domestic companies that have submitted valid overseas offering and listing applications but had not obtained approval from overseas regulatory authorities or overseas stock exchanges on or before March31, 2023, could arrange the timing for submitting filing applications to the CSRC with a reasonable time, and shall complete such filing prior to their overseas offering and listing. Based on the opinion of the Company’s PRC counsel, according to its interpretation of the Trial Measures and other currently effective PRC laws and regulations, the Company is required to complete the filing procedures with the CSRC in connection with the Business Combination for purposes of the listing of Pubco Ordinary Shares on Nasdaq. Given the substantial uncertainties surrounding the latest CSRC filing requirements at this stage, there can be no assurance that the Company would be able to complete the filings and fully comply with the relevant new rules on a timely basis, if at all. In accordance with the requirements under the Trial Measures, the Company has been in the process of preparing filing materials with the CSRC as of the date of this proxy statement/prospectus. However, since the Company and several of its PRC subsidiaries have been listed as “dishonest person subject to enforcement,” the Company shall first manage to remove such black-listings before submitting the filing materials with the CSRC. The black-listings can be removed by reaching the settlement agreements with the suppliers and other related creditors who applied for the black-listings of the Company and several of its PRC subsidiaries and completing the performance of such settlement agreements, such as converting certain debt obligations into equity and/or repaying the rest debt obligations owed to the suppliers and other related creditors, or by requesting the suppliers and other related creditors to apply in writing for removing such black-listings and being approved by the related courts. The Company is working towards removing all the black-listings, but it cannot assure that this can be completed in the near term. For repaying liabilities owed to the suppliers, see “Risks Relating to the Company — Risks Relating to our Financial Position and Need for Additional Capital — Our business plans require a significant amount of capital. Any delay or failure in accomplishing our financing plan will materially and adversely affect our business, financial condition and results of operations. In addition, our future capital needs may require us to issue additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict our operations or our ability to pay dividends.” For repaying liabilities owed to other creditors, see “Liquidity and Capital Resources — With respect to the Company’s debt obligation, including its loans, debt, accounts payable, liabilities in default, and liabilities arising from lawsuits or judgement, the Company plans to continue to negotiate with its creditors for extensions, instalment repayment arrangement and other debt repayment method, such as debt-to-equity conversion, and the Company plans to allocate 20% of its income generated from operations after receiving proceeds from the public offerings and private financings conducted after the consummation of the Business Combination to repay its liabilities.” In addition, even after the initial submission of the filing materials, the Company’s filing materials might be incomplete or not meet the requirements of the CSRC, and the CSRC may have follow-up questions, and the Company might be required by the CSRC to provide supplementary materials. Furthermore, the completion of the CSRC filing procedures is legally required under the PRC laws, and is a closing condition to the Business Combination pursuant to the Merger Agreement. Failure to comply with the CSRC filing procedure pursuant to the Trial Measures, or concealment or falsification of any material fact in the filing documents could result in administrative penalties such as order to rectify, warnings, and fines ranging from RMB1,000,000 to RMB10,000,000 against the company. Directly liable persons-in-charge and other directly liable persons shall be warned and each imposed a fine of between RMB500,000 and RMB5,000,000. And the company’s controlling shareholders and actual controllers of the domestic company that organize or instruct the aforementioned violations shall be imposed a fine of between RMB1,000,000 and RMB10,000,000. As of the date of this proxy statement/prospectus, the Company has not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this Business Combination.

85

In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. If it is determined in the future that approval and filing from the CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the Measures for Cybersecurity Review (the “Cybersecurity Review Measures”) and the Draft Regulations for Internet Data Security, are required for the issuance of our securities overseas or for offshore offerings, it is uncertain whether we can or how long it will take us to obtain such approval or complete such filing procedures and any such approval or filing could be rescinded or rejected. For the requirement of cybersecurity review, see “— Substantial uncertainties exist with respect to the interpretation and implementation of cybersecurity related regulations and cybersecurity review as well as any impact these may have on our business operations.” Any failure to obtain or delay in obtaining such approval or completing such filing procedures for our offshore offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRC approval or filing or other government authorization for our offshore offerings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our listed securities. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.

Adverse changes in China’s or global economic and political policies could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect our business.

Substantially all of our operations are conducted in China and substantially all of our revenues are sourced from China. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China. Economic reforms begun in the late 1970s have resulted in significant economic growth.

However, any economic reform policies or measures in China may from time to time be modified or revised. China’s economy differs from the economies of most developed countries in many respects, including the extent of the government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. The PRC government exercises significant control over China’s economic growth through strategically allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business. Therefore, investors of our company and our business face potential uncertainties from the PRC government.

While the PRC economy has experienced significant growth in the past decades, growth has been uneven across different regions and between economic sectors, and the growth rate of the Chinese economy has gradually slowed since 2010, which trend may continue. Furthermore, China’s GDP growth turned negative in the first quarter of 2020. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our products and services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. COVID-19 had a severe and negative impact on the Chinese and the global economy in the first quarter of 2020. Whether this will lead to a prolonged downturn in the economy is still unknown. Even before the outbreak of COVID-19, the global macroeconomic environment was facing numerous challenges. The growth rate of the Chinese economy has gradually slowed in recent years and the trend may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China, even before 2020. Unrest, terrorist threats and the potential for war in the Middle East, Europe and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding

86

Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. The COVID-19 pandemic has impacted the global and Chinese economy severely in 2020. Our results of operations and financial condition have been affected negatively by the spread of COVID-19 during the years ended December 31, 2021 and 2022. Any severe or prolonged slowdown in the global or Chinese economy may further materially and adversely affect our business, results of operations and financial condition.

Substantial uncertainties exist with respect to the interpretation and implementation of cybersecurity related regulations and cybersecurity review as well as any impact these may have on our business operations.

The cybersecurity legal regime in China is relatively new and evolving rapidly, and their interpretation and enforcement involve significant uncertainties. As a result, it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations in certain circumstances.

On June 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the Data Security Law (the “Data Security Law”), which took effect in September 2021. The Data Security Law sets forth data security and privacy related compliance obligations of entities and individuals carrying out data related activities. The Data Security Law also introduces a data classification and layered protection system based on the importance of data and the degree of impact on national security, public interests or legitimate rights and interests of individuals or organizations if such data is tampered with, destroyed, leaked or illegally acquired or used. In addition, the Data Security Law provides for a national security review procedure for data activities that may affect national security, and imposes export restrictions on certain data and information. According to the PRC National Security Law (the “PRC National Security Law”), the government shall establish institutions and mechanisms for national security review and regulation, and conduct national security review on certain matters that affect or may affect PRC national security, such as key technologies and IT products and services.

On December 28, 2021, the CAC and 12 other PRC regulatory authorities jointly issued the revised Cybersecurity Review Measures, which became effective on February 15, 2022 and replaced the cybersecurity review measures issued in April 2020. The Cybersecurity Review Measures provide, among others, (1) the purchase of cyber products and services by critical information infrastructure operators (the “CIIOs”), and network platform operators, which engage in data processing activities that affect or may affect national security, shall be subject to the cybersecurity review by the Cybersecurity Review Office, which is the department responsible for the implementation of cybersecurity review under the CAC; and (2) network platform operators with personal information of over one million users that seek for listing on a foreign stock exchange shall apply for a cybersecurity review by the Cybersecurity Review Office. In addition, the Cybersecurity Review Measures provide that the relevant regulatory authorities may initiate a cybersecurity review against CIIOs and network platform operators if they are deemed to engage in activities that affect or may affect national security by relevant regulatory authorities. However, the Cybersecurity Review Measures have not offered any explanation or interpretation for what constitute “affect or may affect national security,” and PRC authorities may have broad discretion in interpreting and enforcing these laws and regulations.

As of the date of this proxy statement/prospectus, we have not been informed that we are a critical information infrastructure operator by any government authorities. Furthermore, the exact definition, scope or criteria of “critical information infrastructure operators,” “network platform operators” and “users’ personal information” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator or network platform operator under PRC law. If we are deemed to be a critical information infrastructure operator or network platform operator under the PRC cybersecurity laws and regulations, we may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations.

On November 14, 2021, the CAC published the Draft Regulations for Internet Data Security, which provides that data processors conducting the following activities shall apply for cybersecurity review: (1) merger, reorganization or division of Internet platform operators that have acquired a large number of data resources related to national security, economic development or public interests affects or may affect national security; (2) listing abroad of data processors processing over one million users’ personal information; (3) listing in Hong Kong which affects or may affect national security; or (4) other data processing activities that affect or may affect national security. There have been no clarifications from the authorities as of the date of this proxy statement/prospectus as to the standards for determining such activities

87

that “affects or may affect national security.” The public comment period for the Draft Regulations for Internet Data Security ended on December13, 2021, and it has not come into effect as of the date of this proxy statement/prospectus. On December28, 2021, the PRC government promulgated the 2022 Cybersecurity Review Measures, which came into effect on February15, 2022. According to the 2022 Cybersecurity Review Measures, (i) critical information infrastructure operators that purchase network products and services and internet platform operators that conduct data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect national security; and (ii) internet platform operators holding personal information of more than one million users and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review with the Cybersecurity Review Office. As of the date of this proxy statement/prospectus, neither we nor any of our PRC Subsidiaries has been required by any PRC governmental authority to apply for cybersecurity review, nor have we or any of our PRC Subsidiaries received any inquiry, notice, warning, sanction in such respect or been denied permission from any PRC regulatory authority to list on U.S. exchanges. Based on the opinion of our PRC counsel, according to its interpretation of the currently in-effect PRC laws and regulations, we believe that neither we nor any of our PRC Subsidiaries is subject to the cybersecurity review, reporting or other permission requirements by the CAC under the applicable PRC cybersecurity laws and regulations with respect to the offering of our securities or the business operations of our PRC Subsidiaries, because neither we nor any of our PRC Subsidiaries qualifies as a critical information infrastructure operator or has conducted any data processing activities that affect or may affect national security or holds personal information of more than one million users. However, as PRC governmental authorities have significant discretion in interpreting and implementing statutory provisions and there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, if the PRC regulatory authorities take a position contrary to ours, we cannot assure you that we or any of our PRC Subsidiaries will not be deemed to be subject to PRC cybersecurity review requirements under the 2022 Cybersecurity Review Measures or the Draft Administrative Regulations (if enacted) as a critical information infrastructure operator or an internet platform operator that is engaged in data processing activities that affect or may affect national security or holds personal information of more than one million users, nor can we assure you that we or our PRC Subsidiaries would be able to pass such review. If we or any of our PRC Subsidiaries fails to receive any requisite permission or approval from the CAC for the Business Combination or the business operations of our PRC Subsidiaries, or the waiver for such permission or approval, in a timely manner, or at all, or inadvertently conclude that such permission or approval is not required, or if applicable laws, regulations or interpretations change and obligate us to obtain such permission or approvals in the future, we or our PRC Subsidiaries may be subject to fines, suspension of business, website closure, revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of operations. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future pursuant to new laws, regulations or policies. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with applicable laws and regulations may result in fines, suspension of business, website closure, revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of operations.

Pubco’s securities will be delisted and will be prohibited from trading in the over-the-counter market under the HFCA Act, if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of Pubco’s securities, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Pursuant to the HFCA Act, if the SEC determines that Pubco has filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit Pubco’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States. The independent registered public accounting firm of Pubco and the Company issued an audit opinion on the financial statements included in this proxy statement/prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, the auditor of Pubco and the Company is required by the laws of the United States to undergo regular inspections by the PCAOB. The auditor of Pubco and the Company is headquartered in Manhattan, New York, and has been inspected by the PCAOB on a regular basis with the last inspection in 2020.

Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The PCAOB had historically been unable to conduct inspections of audit firms located in China and Hong Kong before 2022, and it issued its report on December16, 2021, notifying the SEC of its determination that it was unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong (the “PCAOB Determination List”).

88

On August26, 2022, the CSRC, the Ministry of Finance of China, and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.

As of the date hereof, the independent auditor of Pubco and the Company, Marcum Asia CPAs LLP (Formerly Marcum Bernstein & Pinchuk LLP), is not among the auditor firms on the PCAOB Determination List. Should the PCAOB determine that it is unable to fully conduct inspections of the workpapers of the auditor of Pubco, it will make it more difficult to evaluate the effectiveness of the auditor’s audit procedures or quality control procedures. Investors may consequently lose confidence in the reported financial information and procedures of Pubco and the Company and the quality of their financial statements, which would adversely affect the financial condition and prospect of Pubco. If, in the future, the PCAOB determines that it is unable to inspect or investigate completely the Pubco’s registered accounting firm, the SEC may prohibit the ordinary shares of the Pubco from being traded on a national securities exchange or in the over-the-counter trading market in the United States and Pubco’s securities may be delisted by such exchange.

PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from using offshore funds to make loans or additional capital contributions to our PRC subsidiaries.

We may transfer funds to our PRC subsidiaries or finance our PRC subsidiaries by means of shareholder loans or capital contributions. Any loans from us to our PRC subsidiaries, which are foreign-invested enterprises, cannot exceed statutory limits based on the difference between the registered capital and the investment amount of such subsidiaries or alternatively, 200% of its net assets, as applicable, and shall be registered with the State Administration of Foreign Exchange, or SAFE, or its local counterparts. Any capital contributions we make to our PRC subsidiaries are subject to the requirement of necessary filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities. We may not be able to obtain these government registrations or approvals on a timely basis, if at all. If we fail to receive such registrations or approvals, our ability to provide loans or capital contributions to our PRC subsidiaries in a timely manner may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

On March 30, 2015, SAFE issued the Circular on Reform of the Administrative Rules of the Payment and Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises, or SAFE Circular19, which became effective on June 1, 2015. SAFE Circular 19 adopts a concept of “discretionary conversion,” which is defined as the conversion of a foreign-invested enterprise’s foreign currency registered capital in accordance with the enterprise’s actual business needs. No review of the purpose of the funds is required at the time of conversion under SAFE Circular 19. However, use of any RMB funds converted from its registered capital shall be based on true transactions within the enterprise’s business scope. Although SAFE Circular 19 no longer prohibits equity investments within the PRC using foreign currency-converted registered capital, it reiterates the principle that Renminbi converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond the enterprise’s business scope, the investment in securities, the issuance of Renminbi entrusted loans (except for those that are permitted within the enterprise’s business scope), the repayment of inter-enterprise loans, the repayment of bank loans that have been transferred to a third party, or the purchase of real estate property not for the enterprise’s own use (except for foreign-invested real estate enterprises).

SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular16, on June 9, 2016, which became effective on the same day. Pursuant to SAFE Circular16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on self-discretionary basis which applies to all enterprises registered

89

in the PRC. SAFE Circular 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted RMB shall not be provided as loans to its non-affiliated entities, or used for construction and purchase of non-self-used real estate (excluding real estate enterprises) or unless otherwise expressly provided in law, directly or indirectly used in securities investment or other financial management excluding the bank capital preservation products.

Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from our equity offering and notes offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in China.

On October 23, 2019, SAFE issued the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Circular 28. SAFE Circular 28 allows non-investment foreign-invested enterprises to use their capital funds to make equity investments in China, provided that such investments do not violate the existing Special Administrative Measures (Negative List) for Foreign Investment Access and that the target investment projects are genuine and in compliance with PRC laws and regulations.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received from our equity offering and notes offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We may be subject to penalties, including restriction on our ability to inject capital into our PRC subsidiaries and our PRC subsidiaries’ ability to distribute profits to us, if our PRC resident shareholders beneficial owners fail to comply with relevant PRC foreign exchange rules.

SAFE promulgated the Circular on Relevant Issues Relating to Foreign Exchange Control on Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular37, in July 2014 that requires PRC residents (including PRC individuals, PRC corporate entities and foreign individuals that are deemed as PRC residents for foreign exchange administration purposes) to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC resident as a shareholder, name and operation term), or any significant changes (including increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions). SAFE Circular 37 is issued to replace the Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.

If our shareholders who are PRC residents do not complete their registration with the local SAFE branches or update the previously filed registration, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiaries. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment (the “SAFE Notice 13”), which became effective on June 1, 2015. Under SAFE Notice13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including PRC residents’ direct establishment or indirect control of an offshore entity established for the purpose of overseas investment or financing with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, will be filed with qualified banks instead of SAFE or its local branch. The qualified banks will directly examine the applications and accept foreign exchange registration for overseas direct investment under the supervision of SAFE.

According to Circular37, our shareholders or beneficial owners who are PRC residents are subject to Circular 37 or other foreign exchange administrative regulations in respect of their investment in our company. We have requested all of our current shareholders and/or beneficial owners to disclose whether they or their shareholders or beneficial owners fall within the ambit of Circular 37 and have urged relevant shareholders and beneficial owners, upon learning they are PRC residents, to register with the local SAFE branch as required under Circular 37. However, we may not be informed of the identities of

90

all the PRC residents holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with SAFE registration requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

We and/or our Hong Kong subsidiary may be classified as a “PRC resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.

The Enterprise Income Tax Law provides that an enterprise established outside China or established pursuant to foreign (regional) laws whose “de facto management body” is located in China is considered a “PRC resident enterprise” and will generally be subject to the uniform 25% enterprise income tax on its global income. Under the Implementation Rules of the Enterprise Income Tax Law, “de facto management body” is defined as the organizational body which substantially and comprehensively manages and controls the production and operation, personnel, accounting and properties of an enterprise.

Pursuant to the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, issued by the State Administration of Taxation in 2009, a foreign enterprise controlled by PRC enterprises or PRC enterprise groups is considered a PRC resident enterprise if all of the following conditions are met: (1) the senior management and core management departments in charge of daily operations are located mainly within the PRC; (2) financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (3) major assets, accounting books, company seals and minutes and files of board and shareholders’ meetings are located or kept within the PRC; and (4) at least half of the enterprise’s directors with voting rights or senior management often reside within the PRC. Although the aforementioned notice states that these standards only apply to offshore enterprises that are controlled by PRC enterprises or PRC enterprise groups, such standards may reflect the general view of the State Administration of Taxation in determining the tax residence of foreign enterprises.

We believe that neither we nor our Hong Kong subsidiary is a PRC resident enterprise because neither our company nor our Hong Kong subsidiary meets all of the conditions enumerated. For example, board and shareholders’ resolutions of our company and our Hong Kong subsidiary are adopted in Hong Kong and the minutes and related files are kept in Hong Kong. However, if the PRC tax authorities were to disagree with our position, our company and/or our Hong Kong subsidiary may be subject to PRC enterprise income tax reporting obligations and to a 25% enterprise income tax on our global taxable income, except for our income from dividends received from our PRC subsidiary, which may be exempt from PRC tax. If we and/or our Hong Kong subsidiary are treated as a PRC resident enterprise, the 25% enterprise income tax may adversely affect our ability to satisfy any of our cash needs.

In addition, if we were to be classified as a PRC “resident enterprise” for PRC enterprise income tax purpose, dividends we pay to our non-PRC enterprise shareholders and gains derived by our non-PRC enterprise shareholders from the sale of our securities may be become subject to a 10% PRC withholding tax. In addition, future guidance may extend the withholding tax to dividends we pay to our non-PRC individual shareholders and gains derived by such shareholders from transferring our securities. In addition to the uncertainty in how the “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. If PRC income tax were imposed on gains realized through the transfer of our securities or on dividends paid to our non-resident shareholders, the value of your investment in our securities may be materially and adversely affected.

Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.

Pubco will become our holding company upon the completion of the Business Combination, and will rely principally on dividends and other distributions from our PRC subsidiaries for our cash needs, including the funds necessary to pay dividends to our shareholders or service any debt we may incur. Current PRC regulations permit our PRC subsidiaries to pay dividends only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until the aggregate amount of such reserve funds reaches 50% of its registered capital. Apart from these reserves, our PRC subsidiaries may allocate discretionary

91

portion of their after-tax profits to staff welfare and bonus funds at their discretion. These reserves and funds are not distributable as cash dividends. Furthermore, if our PRC subsidiaries incur debt, the debt instruments may restrict its ability to pay dividends or make other payments to us. We cannot assure you that our PRC subsidiaries will generate sufficient earnings and cash flows in the near future to pay dividends or otherwise distribute sufficient funds to enable us to meet our obligations, pay interest and expenses or declare dividends.

Distributions made by PRC companies to their offshore parents are generally subject to a 10% withholding tax under the Enterprise Income Tax Law. Pursuant to the Enterprise Income Tax Law and the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, the withholding tax rate on dividends paid by our PRC subsidiaries to our Hong Kong subsidiary would generally be reduced to 5%, provided that our Hong Kong subsidiary is the beneficial owner of the PRC sourced income. Further, the State Taxation Administration promulgated the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties in 2018, which sets forth certain detailed factors in determining “beneficial owner” status, and specifically, if an applicant’s business activities do not constitute substantive business activities, the applicant will not qualify as a “beneficial owner.” Although, as of the date of this proxy statement/prospectus, our Hong Kong subsidiary is expected to own the right to receive dividend for 71.2769% of the then-issued and outstanding equity interests in our PRC Subsidiaries, we will not be able to enjoy the 5% withholding tax rate with respect to any dividends or distributions made by our PRC subsidiary to its parent company in Hong Kong if our Hong Kong subsidiary is not regarded as a “beneficial owner.”

In addition, if our Hong Kong subsidiary were deemed to be a PRC resident enterprise, then dividends payable by our Hong Kong subsidiary to us may become subject to 10% PRC dividend withholding tax. Under such circumstances, it is not clear whether dividends payable by our Hong Kong subsidiary to us would still be subject to PRC dividend withholding tax and whether such tax, if imposed, would be imposed at a rate of 5% or 10%.

Restrictions on the remittance of RMB into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and the remittance of currency out of China. We receive substantially all of our revenues in RMB and the majority of our cash inflows and outflows are denominated in RMB. Under Pubco’s current corporate structure upon completion of the Business Combination, our cash needs are dependent on dividend payments from our subsidiaries in China. We may convert a portion of our RMB into other currencies to meet our foreign currency obligations, such as payments of dividends declared in respect of our ordinary shares, if any. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency denominated obligations.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our securities.

Failure to comply with PRC regulations regarding the registration requirements for stock ownership plans or stock option plans may subject PRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company (the “Stock Option Rule”), replacing the earlier rules promulgated in March 2007 and January 2008. Under the Stock Option Rule, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year (the “PRC residents”) who participate in an employee stock ownership plan or stock option plan in an overseas publicly listed company are required to register with SAFE or its local branch and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary

92

of such overseas publicly listed company, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of these participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise or sale of stock options. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes.

We intend to adopt the Pubco 2023 Plan upon the completion of the Business Combination. For details of the Pubco 2023 Plan, see “Proposal Three — 2023 Plan Proposal.” We and our PRC resident employees who participate in the Pubco 2023 Plan will be subject to these regulations after the we completed the Business Combination and became publicly listed in the United States. If we or our PRC resident employees who participate in the Pubco 2023 Plan fail to comply with these regulations in the future, we or our PRC resident employees who participate in our share incentive plans and their local employers may be subject to fines and legal sanctions. There may be additional restrictions on the ability of them to exercise their stock options or remit proceeds gained from the sale of their stock into the PRC. Pubco also faces regulatory uncertainties that could restrict its ability to adopt incentive plans for its directors, executive officers and employees under PRC law.

Fluctuation in the value of the RMB may have a material adverse effect on the value of your investment.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

Our revenues and costs are mostly denominated in RMB, and a significant portion of our financial assets are also denominated in RMB, whereas our reporting currency is the U.S. dollar. Any significant depreciation of the RMB may materially and adversely affect our revenues, earnings and financial position as reported in U.S. dollars. To the extent that we need to convert U.S. dollars we received from offerings or debt financing into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.

We are subject to risks relating to the real properties that we lease, pledge or that are under judicial freezing, if there are any defects in lessors’ title to our leased properties, default of pledged properties, or any challenges by third parties to our use or ownership of these properties.

We lease office space, manufacturing plants and one brand store for our operations in China. Any defects in lessors’ title to the leased properties may disrupt our use of our offices, which may in turn adversely affect our business operations. In addition, some of our lessors have not provided us with documentation evidencing their title to the relevant leased properties. We cannot assure you that title to these properties we currently lease will not be challenged. In addition, we have not registered most of our lease agreements with relevant PRC governmental authorities as required by PRC law, and although failure to do so does not in itself invalidate the leases, we may not be able to defend these leases against bona fide third parties.

As of the date of this proxy statement/prospectus, we are not aware of any actions, claims or investigations being contemplated by government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the leased properties challenge our right to use the leased properties, we may not be able to protect our leasehold interest and may be ordered to vacate the affected premises, which could in turn materially and adversely affect our business and operating results.

Furthermore, the land and fixtures owned by the Company’s subsidiary, Qiantu Automobile (Suzhou) Co., Ltd., where the Company’s Suzhou Plant is located, have been pledged as mortgage guarantee in favor of Suzhou Asset Management Co., Ltd. for the payment of debt in the amount of RMB249.0 million (US$39.1million). 108 patents and software copyrights owned by us have been pledged as guarantee in favor of our shareholder Suzhou Trust Co., Ltd. for the potential redemption liability of Mr.Lu Qun as of the date of this proxy statement/prospectus. In addition, certain machinery equipment and the equity shares of our subsidiaries such as Suzhou Qiantu and the Company, were pledged for certain secured loans. We face risks of such properties being auctioned off if the relevant court decides to enforce court rulings with respect to the pledge.

93

Moreover, the equity shares of the Company and our subsidiaries such as Qingdao Zuki Industrial Design Co., Ltd., CH-Auto Automobile R&D Co., Ltd., Qiantu Financial Leasing (Tianjin) Co., Ltd. and Nanjing Qiantu Automobile Sales Co., Ltd. etc. are currently under pledge or judicial freezing due to our default on payments to suppliers or creditors and subsequent lawsuits. We face risks of such properties being auctioned off if the relevant court decides to enforce court rulings with respect to such equity shares.

Failure to comply with PRC labor laws and make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to register with governmental authorities and participate in various government sponsored employee benefit plans, including pensions, medical insurance, work-related injury insurance, unemployment insurance, maternity insurance and housing funds, and contribute to these plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government authorities from time to time at the locations where those employees are based. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. However, requirements relating to employee benefit plans have not been implemented consistently by local governments in China, given the different levels of economic development in different regions. Historically, we failed to make adequate social insurance and housing fund contributions for certain of our employees. We may be required to make up the contributions for these employee benefit plans as well as to pay late fees and fines, and our financial condition may be adversely affected.

The ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against us, our directors, executive officers or the expert named in this proxy statement/prospectus may be limited. Therefore, you may not be afforded the same protection as provided to investors in U.S. domestic companies.

The SEC, the U.S. Department of Justice, or the DOJ, and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies such as us, and non-U.S. persons, such as our directors and executive officers in China. Due to jurisdictional limitations, matters of comity and various other factors, the SEC, the DOJ and other U.S. authorities may be limited in their ability to pursue bad actors, including in instances of fraud, in emerging markets such as China. We conduct our operations mainly in China and our assets are mainly located in China. In addition, a majority of our directors and executive officers reside within China. There are significant legal and other obstacles for U.S. authorities to obtain information needed for investigations or litigation against us or our directors, executive officers or other gatekeepers in case we or any of these individuals engage in fraud or other wrongdoing. In addition, local authorities in China may be constrained in their ability to assist U.S. authorities and overseas investors in connection with legal proceedings. As a result, if we, our directors, executive officers or other gatekeepers commit any securities law violation, fraud or other financial misconduct, the U.S. authorities may not be able to conduct effective investigations or bring and enforce actions against us, our directors, executive officers or other gatekeepers. Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies.

Risks Relating to Our Corporate Governance

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards.

Upon the completion of the Business Combination, our Class A Ordinary Shares will be listed on the Nasdaq Stock Market. The Nasdaq Stock Market corporate governance listing standards permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market corporate governance listing standards.

For instance, we are not required to: (1) have a majority of the board be independent; (2) have an audit committee be composed of at least three members; (3) have a compensation committee or a nominations or corporate governance committee consisting entirely of independent directors; or (4) have regularly scheduled executive sessions with only independent directors each year. We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Stock Market.

94

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our authorized and issued ordinary shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to fifteen votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Immediately upon the completion of the Business Combination, the Founders will beneficially own all of our Class B Ordinary Shares, representing approximately 30.8% of our total issued and outstanding share capital and 87.0% of our aggregate voting power, assuming Minimum Redemption scenario.

As a result of the dual-class voting structure and the concentration of ownership, the Founders will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

The dual-class structure of our Class A Ordinary Shares may adversely affect the trading market for our Securities.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure of our Class A Ordinary Shares may prevent the inclusion of our Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the Class A Ordinary Shares.

Upon the completion of the Business Combination, we will be a “controlled company” under the Nasdaq Stock Market Listing Rules, and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Mr.Qun Lu, Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun intend to enter into certain acting-in-concert agreement, pursuant to which each of Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun agrees to exercise its voting power as a shareholder of Pubco at the direction of Mr.Qun Lu, and as a result, immediately upon the completion of the Business Combination, Mr.Qun Lu will beneficially own 14,405,985 Pubco Class B Ordinary Shares, representing approximately 14.9% of the total issued and outstanding share capital and 73.9% of the aggregate voting power of Pubco, assuming the Minimum Redemption scenario and no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Therefore, Pubco is, and expects to continue to be a “controlled company” under the Nasdaq Stock Market Listing Rules, and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Nasdaq Stock Market Listing Rules, and the requirement that the compensation committee and nominating and corporate governance committee consist entirely of independent directors. We currently plan to rely on these exemptions, and as a result, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

The Second Amended Articles of Pubco contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Ordinary Shares.

Our Second Amended Articles will become effective immediately prior to the completion of the Business Combination. Our Second Amended Articles will contain provisions which could limit the ability of others to acquire control of Pubco or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights

95

and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A Ordinary Shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our Company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the Class A Ordinary Shares may fall and the voting and other rights of the holders of our Class A Ordinary Shares may be materially and adversely affected.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the proxy statement/prospectus based on foreign laws, and therefore you may not be afforded the same protection as provided to investors in U.S. domestic companies.

We are an exempted company incorporated under the laws of the Cayman Islands. Upon the completion of the Business Combination, we will conduct a majority of our operations, and a majority of our directors and executive officers after the completion of the Business Combination will reside outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment against us, our assets, directors and officers or their assets. Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies. For more information regarding the relevant laws of the Cayman Islands and the PRC, see “Enforcement of Civil Liabilities.”

Risks Relating to MCAF and the Business Combination

Unless the context otherwise requires, all references in this subsection to “we,” “us,” or “our” refer to MCAF and its subsidiaries prior to the consummation of the Business Combination.

Pubco and the Company may fail to complete the Reorganization prior to January 2, 2024, or at all and consequently we may not be able to consummate the Business Combination and the Pubco may be unable to list its securities on Nasdaq.

The completion of the Reorganization involves multiple steps, among others, board and shareholder approval by the Company for the Reorganization, pre-closing procedures for the domestic share transfer, such as foreign exchange registration procedures and special foreign exchange account setup, and share exchange by the Company Reorganization Stockholders for Pubco Class A Ordinary Shares. See “Proposal One — The Business Combination Proposal — The Merger Agreement — The Merger” for a detailed description of the Reorganization Plan. Despite the Company’s efforts to complete the Reorganization, as of the date of this proxy statement/prospectus, the Company has not completed the Reorganization. See “Proposal One — The Business Combination Proposal — Background of the Business Combination” for a detailed update of the Reorganization.We cannot assure you that all steps requisite for completing the Reorganization can be performed and completed prior to the Outside Date (which may be amended from time to time), or at all.

As of the date of this proxy statement/prospectus, there are in total 978,917,397shares of Company Common Stock issued and outstanding on a fully diluted basis, including the Company Common Stock issued pursuant to the NextG Tech Convertible Debts. Specifically,

•Non-participating stockholders collectively own a total of 281,175,062shares of Company Common Stock, accounting for 28.7231% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis; and

•Company Reorganization Stockholders collectively own a total of 697,742,335shares of Company Common Stock, accounting for 71.2769% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis. Among the Company Common Stock owned by the Company Reorganization Stockholders,

•The Company Reorganization Stockholders who are also Entrusting Stockholders collectively own a total of 355,358,966 out of 697,742,335shares of Company Common Stock, accounting for 36.3012% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis;

96

•A total of 229,451,760 out of 355,358,966shares of Company Common Stock owned by certain Entrusting Stockholders are currently under equity pledge and judicial freezing and, accounting for 23.4393% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis.

To complete the Reorganization, each Company Reorganization Stockholder shall enter into the Domestic Share Purchase Agreement with the Holding Company, pursuant to which each Company Reorganization Stockholder shall transfer all Company Common Stock held to the Holding Company at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders. However, the Entrusting Stockholders other than Xiangchao Shen, can only each transfer up to 25% of the shares of Company Common Stock held by him or her due to the restrictions under the PRC laws for company limited by shares. In addition, certain shares of Company Common Stock owned by the Entrusting Stockholders are currently under equity pledge or judicial freezing, and therefore, are prohibited from being transferred unless such shares are released from the equity pledge or judicial freezing. In order to avoid the above transfer restrictions and to complete the Reorganization, each Entrusting Stockholder plans to enter into the Voting Rights Proxy Agreement and the Economic Rights Transfer Agreement with the Holding Company, pursuant to which each Entrusting Stockholder shall transfer and assign to the Holding Company, upon the consummation of the Reorganization, (i) all of their respective voting rights in connection with the Entrusting Stockholder’s Remaining Shares pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the Entrusting Stockholder’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement.

The Voting Rights Proxy Agreement and Economic Rights Transfer Agreement generally are valid and legally binding on the signing parties under the PRC laws. However, such Voting Rights Proxy Agreement and Economic Rights Transfer Agreement may not be enforceable. Specifically, in judicial practice in China, even if a voting rights proxy agreement explicitly specifies that the delegation of non-property rights such as proposal rights, nomination rights, and voting rights are irrevocable, there are a few judicial precedents which hold that the will of the entrusting party should be respected when such entrusting party is unwilling to exercise these non-property rights as per the instruction of the entrusted party. Under such circumstance, the entrusted party is only entitled to claim for liabilities for breach of contract against the entrusting party. In addition, there remains a possibility that the Economic Rights Transfer Agreement would be null and void if any creditor of the transferor can establish that the arrangement under such Economic Rights Transfer Agreement is a malicious collusion of the entrusting and entrusted parties and infringed the legitimate interests of such creditor. Therefore, we will not be able to consummate the Business Combination if certain Voting Rights Proxy Agreements or the Economic Rights Transfer Agreements are deemed not be enforceable prior to the consummation of Business Combination. Further, if certain Voting Rights Proxy Agreements are deemed not be enforceable following the consummation of Business Combination and Pubco fails to obtain at least 66.6667% of the voting rights of all outstanding equity securities of the Company entitled to vote, consequently the auditor of Pubco may determine that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards, and as a result, the value of Pubco’s securities may decline significantly, and Pubco may be unable to meet the continuous listing requirement of Nasdaq.

In addition, as mentioned above, certain shares of Company Common Stock held by certain Entrusting Stockholders such as Qun Lu, Yanmin Wu, Baihui Sun and Kejian Wang were pledged to the Company’s creditors for certain secured loans. Additionally, certain shares of the Company Common Stock held by certain Entrusting Stockholders, such as Qun Lu, Yanmin Wu, Xiangchao Shen, Hua Yao, Baihui Sun and Kejian Wang are currently under judicial freezing due to such shareholders’ default on payments of certain shareholder arbitrations (the “Shareholder Arbitrations”). The Company is actively negotiating with its creditors and the claimants of the Shareholder Arbitrations regarding the repayment terms, and the court auction process in China typically takes six to twelve months. As a result, as of the date of this proxy statement/prospectus, the Company does not expect that, prior to the consummation of the Business Combination, (1) its creditors will exercise equity pledge or that (2) shares subject to judicial freezing will be auctioned off. The Holding Company will be prohibited from receiving the dividends derived from such pledged shares of Company Common Stock without the consent of the pledgees. For such shares of Company Common Stock under equity judicial freezing, paying dividends are prohibited unless such shares of Company Common Stock are released from judicial freezing.

As mentioned above, the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, and (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in the Company, in order to satisfy the condition precedent of the Merger Agreement. Additionally, the Company’s articles of association

97

provide that its ordinary resolutions shall be adopted by more than 50% of the voting rights held by its stockholders while its special resolutions require more than 66.6667% (or two thirds). In light of the condition precedent pursuant to the Merger Agreement and the Company’s articles of association, and assuming that (1) the Company Reorganization Stockholders and the number of shares of Company Common Stock (including the Exercised Shares defined below) owned by the Company Reorganization Stockholders remain the same prior to the closing of the Business Combination and (2) the total issued and outstanding shares of Company Common Stock on a fully diluted basis remain the same prior to and after the closing of the Business Combination, the exercise of the equity pledge and auction of judicial freezing will have the following impacts:

Prior to the closing of the Business Combination:

•If the equity pledge and judicial freezing are partially exercised or auctioned off with respect to up to 573,028 out of 229,451,760shares of the Company Common Stock (“Exercised Shares”) prior to the completion of the Reorganization and the Business Combination, Ch-Auto HK will be able to direct the voting rights and economic rights of 697,169,307shares of the Company Common Stock, which takes at least 71.2184% of all the outstanding shares of the Company entitled to vote and therefore the condition precedent of the Merger Agreement can still be satisfied. In this regard, Pubco will issue at least 89,023,000 Ordinary Shares (equal to the shares of Company Common Stock owned by the Company Reorganization Stockholders minus the Exercised Shares and then multiply by the Conversion Ratio) to the Company Reorganization Stockholders upon the consummation of the Reorganization and the remaining 281,175,062shares representing 28.7231% voting rights thereof in the Company will be held by the non-participating stockholders and the holders of Exercised Shares. Pubco will need to account their shareholding in the Company of 28.7231%, calculated by dividing shares owned by such non-participating stockholders and the holders of Exercised Shares by the then-issued and outstanding shares of the Company, as non-controlling interest upon the consummation of Business Combination.

•If there are less than 45,130,737 but more than 573,028 Exercised Shares prior to the completion of the Reorganization and the Business Combination, Ch-Auto HK will be able to direct the voting rights and economic rights of at least 652,611,598shares of the Company Common Stock, which takes at least 66.6667% (or two thirds) of all the outstanding shares of the Company entitled to vote. Pursuant to the current articles of association of the Company, the auditor of the Company determines that the Holding Company shall have ability to direct, directly or indirectly, at least 66.6667% (or two thirds) of the voting rights of all outstanding equity securities of the Company entitled to vote to be able to consolidate the result of operations of the Company under the then applicable accounting standards. In the event that the Holding Company directs, directly or indirectly, more than 66.6667% (or two thirds) of the voting rights but less than 71.2184% of all outstanding equity securities of the Company entitled to vote, the condition precedent under the Merger Agreement that the Reorganization (as defined therein) shall be consummated will not be met, and SPAC is not obligated to effect and close the Merger, unless SPAC elects to waive this closing condition. If SPAC elects to waive this closing condition and the Business Combination thus can be consummated, Pubco will issue at least 83,333,333 Ordinary Shares (equal to the shares of Company Common Stock owned by the Company Reorganization Stockholders minus the Exercised Shares and then multiply by the Conversion Ratio) to the Company Reorganization Stockholders upon the consummation of the Reorganization and the remaining no less than 326,305,799shares representing up to 33.3333% (or one third) voting rights thereof in the Company will be held by the non-participating stockholders and the holders of Exercised Shares. Pubco will need to account their shareholding in the Company of up to 33.3333% (or one third), calculated by dividing shares owned by such non-participating stockholders and the holders of Exercised Shares by the then-issued and outstanding shares of the Company, as non-controlling interest upon the consummation of Business Combination.

•If there are more than 45,130,737 Exercised Shares, the Holding Company may only (1) have ability to direct, directly or indirectly, as little as 47.1306% of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, as little as 47.1306% of the economic rights of all the outstanding equity securities in the Company, and (3) own, directly or indirectly, as little as 38.2662% of the then-issued and outstanding equity interest in the Company. In this regard, the condition precedent for closing the Business Combination under the Merger Agreement will not be satisfied and the auditor of Pubco will determine that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards. Consequently, we will not be able to consummate the Business Combination.

98

Following the closing of the Business Combination:

•If there are up to 45,130,737 Exercised Shares following the completion of the Business Combination, the Holding Company will (1) have ability to direct, directly or indirectly, at least 66.6667% (or two thirds) of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, at least 66.6667% (or two thirds) of the economic rights of all the outstanding equity securities in the Company, and (3) own, directly or indirectly, at least 38.2662% of the then-issued and outstanding equity interest in the Company. According to the auditor of Pubco, the results of operations of the Company can still be consolidated with those of Pubco under the then applicable accounting standards, and the remaining 33.3333% of the shares and voting rights in the Company will be recorded as non-controlling interest.

•If there are more than 45,130,737 Exercised Shares following the completion of the Business Combination, Pubco will hold less than 66.6667% (or two thirds) of the outstanding securities of the Company through the Holding Company. Consequently, the auditor of Pubco may determine that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards. As a result, the value of Pubco’s securities may decline significantly and become worthless, and Pubco may be unable to meet the continuous listing requirement of Nasdaq.

In case that the auditor of Pubco determines that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards after the consummation of the Business Combination, Pubco will become a public shell company with no substantive operations, the share price of Pubco may decline significantly and become worthless. Pubco may be unable to meet (1) the total assets/revenue standard under Rule 5450(b)(3)(A) of the Nasdaq Listing Rules, (2) market value standard as to its publicly held shares under Rule 5450(b)(1)(C), Rule 5450(b)(2)(C) or Rule 5450(b)(3)(C) of the Nasdaq Listing Rules, or (3) minimum bid price standard under Rule 5450(a) of the Nasdaq Listing Rules.

The Voting Rights Proxy Agreement and Economic Rights Transfer Agreement may be deemed unenforceable under PRC laws.

In order to complete the Reorganization, each Entrusting Stockholder plans to enter into the Voting Rights Proxy Agreement and the Economic Rights Transfer Agreement with the Holding Company, pursuant to which, upon the consummation of the Reorganization, each Entrusting Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the Entrusting Stockholder’s Remaining Shares pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection with the Entrusting Stockholder’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement.

Generally, the Voting Rights Proxy Agreement and Economic Rights Transfer Agreement shall be valid and legally binding on the signing parties under the PRC laws. However, such Voting Rights Proxy Agreement and Economic Rights Transfer Agreement may not be enforceable. Specifically, in judicial practice in China, even if a voting rights proxy agreement explicitly specifies that the delegation of non-property rights such as proposal rights, nomination rights, and voting rights are irrevocable, there are a few judicial precedents which hold that the will of the entrusting party should be respected when such entrusting party is unwilling to exercise these non-property rights as per the instruction of the entrusted party. Under such circumstance, the entrusted party is only entitled to claim for liabilities for breach of contract against the entrusting party.

In addition, there remains a possibility that the Economic Rights Transfer Agreement would be null and void if any creditor of the transferor can establish that the arrangement under such Economic Rights Transfer Agreement is a malicious collusion of the entrusting and entrusted parties and infringed the legitimate interests of such creditor.

Therefore, we will not be able to consummate the Business Combination if certain Voting Rights Proxy Agreements or the Economic Rights Transfer Agreements are deemed not be enforceable prior to the consummation of Business Combination. Further, if certain Voting Rights Proxy Agreements are deemed not be enforceable following the consummation of Business Combination and Pubco fails to obtain at least 66.6667% of the voting rights of all outstanding equity securities of the Company entitled to vote, consequently the auditor of Pubco may determine that Pubco is unable to consolidate the results of operations of the Company under the then applicable accounting standards, and as a result, the value of Pubco’s securities may decline significantly, and Pubco may be unable to meet the continuous listing requirement of Nasdaq.

99

MCAF has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. If MCAF is unable to consummate a business combination, including the Business Combination, its public stockholders may be forced to wait more than months before receiving distributions from the Trust Account.

MCAF is a development stage blank check company, and it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. MCAF has until January2, 2024 to complete a business combination unless stockholders approve an amendment to the MCAF Charter to extend the time period in which a business combination may be consummated. MCAF has no obligation to return funds to investors prior to such date unless MCAF consummates its initial business combination prior thereto and only then in cases where investors have sought to convert their shares. Furthermore, there will be no distribution with respect to the MCAF Rights, which will expire worthless as a result of MCAF’s failure to complete a business combination.

We do not have a specified maximum redemption threshold in the MCAF Charter. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our public stockholders may redeem their public shares.

The MCAF Charter does not provide a specified maximum redemption threshold, except that we will not redeem our public shares in an amount that would cause MCAF’s net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and we are seeking stockholder approval of an amendment to the MCAF Charter to remove this requirement. See “Proposal Four – The NTA Requirement Amendment Proposal.” As a result, we may be able to complete our Business Combination even though a substantial portion of our public stockholders have redeemed their public shares.

In the event the aggregate cash consideration we would be required to pay for all shares of MCAF Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement (if such conditions are not waived) exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all public shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

If the NTA Requirement Amendment Proposal (Proposal No. 4) is approved Pubco can avoid the “penny stock rules” by either (1) having net tangible assets of at least $5,000,001 (the “NTA Rule” or (2) listing its Class A Ordinary Shares on the Nasdaq Stock Market (Rule 3a51-1(a)(2) or the “Exchange Rule”) If Pubco does not have net tangible assets of at least $5,000,001 and is unable to list Pubco’s Class A Ordinary Shares on Nasdaq, then Pubco may be required to comply with the “penny stock rules” and this could affect the market for Pubco securities and the ability of Pubco to raise capital following the Business Combination.

The NTA Requirement Amendment Proposal (Proposal No. 4) seeks to amend the MCAF Amended and Restated Certificate of Incorporation to expand remove the requirement that MCAF have net tangible assets of at least $5,000,001 at the closing of the Business Combination. As disclosed in MCAF’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, MCAF may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including (1) the company has net tangible assets of at least $5,000,001 (the “NTA Rule”) or (2) the company is listed on the Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). MCAF may avoid being deemed a penny stock issuer in reliance upon the NTA Rule or the Exchange Rule.

MCAF is asking its stockholders to vote on the NTA Requirement Amendment Proposal now, because based on the pro forma financial statements of the Combined Entity, the Combined Entity may not be able to satisfy the NTA Rule.

If Pubco is not able to list its Class A Ordinary Shares on Nasdaq, Pubco’s Class A Ordinary Shares would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. If Pubco’s Class A Ordinary Shares were to trade on the over-the-counter market, selling Pubco’s Ordinary Shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a

100

reduced amount of news and analyst coverage for Pubco; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for Pubco’s Ordinary Shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for Pubco.

If the NTA Requirement Amendment Proposal (Proposal No. 4) is approved, and Pubco fails to have net tangible assets of at least $5,000,001 and Pubco is unable to list Class A Ordinary Shares on Nasdaq, then Pubco may be required to comply with the “penny stock rules” and this could negatively affect the market for Pubco securities and the ability of Pubco to raise capital following the Business Combination.

If the NTA Requirement Amendment Proposal (Proposal No. 4) is approved and Pubco fails to have net tangible assets of at least $5,000,001, but Pubco is able to list Pubco’s Class A Ordinary Shares on Nasdaq, this would permit Pubco to avoid compliance with the “penny stock rules” and could affect our cash position following the Business Combination.

If the NTA Requirement Amendment Proposal (Proposal No. 4) is approved, there can be no guarantee that the Pubco will have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination, because Pubco can avoid being required to comply with the “penny stock rules” by listing Pubco’s Class A Ordinary Shares on Nasdaq. Having net tangible assets of less than $5,000,001 is not as good as having net tangible assets of at least $5,000,001. As disclosed in the pro forma financial statements for the Combined Entity herein, the Combined Entity will not have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination. Notwithstanding the foregoing, we do not expect the approval of the NTA Requirement Amendment Proposal to have a material adverse effect on Pubco’s cash position following the closing of the Business Combination. It is anticipated that following the Business Combination Pubco can and will be financed with cash flow from operations and equity and debt financings.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of MCAF might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

You must tender your shares of MCAF Common Stock in order to validly seek redemption at the Special Meeting of stockholders.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your MCAF Common Stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

The Sponsor has agreed to vote in favor of such initial business combination, regardless of how MCAF’s public stockholders vote.

The holders of the Founder Shares have agreed (1) to vote their insider shares, private shares and any public shares acquired in MCAF’s initial public offering in favor of any proposed business combination, (2) not to propose, or vote in favor of, an amendment to the MCAF Charter that would affect the substance or timing of MCAF’s obligation to redeem 100% of our public shares if it does not complete its initial business combination by January2, 2024 unless MCAF provides its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes payable, divided by the number of then outstanding public shares, (3) not to convert any shares (including the insider shares) into the right to receive cash from the trust account in connection with a stockholder

101

vote to approve our proposed initial business combination (or sell any shares they hold to MCAF in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of the MCAF Charter relating to the substance or timing of our obligation to redeem 100% of MCAF’s public shares if it does not complete its initial business combination by January2, 2024, and (4) that the insider shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated. As a result, MCAF would need shares of MCAF Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote its Founder Shares in accordance with the majority of the votes cast by MCAF’s public stockholders.

The Business Combination may not be consummated timely, and MCAF’s public stockholders may be forced to wait more than 24 months (if MCAF has extended the period of time) before receiving distributions from the trust account.

MCAF’s Amended and Restated Certificate of Incorporation initially provided that MCAF had until 12months from the closing of its IPO (or 15 or 18months if MCAF had extended the period of time) to consummate the Business Combination. On December15, 2022, MCAF held a Special Meeting of its Stockholders and the MCAF stockholders approved the proposal to amend MCAF’s Amended and Restated Certificate of Incorporation to extend the time period MCAF has to consummate its Business Combination for three months, from January2, 2023 to April2, 2023, plus an option for MCAF to further extend such date to July2, 2023. In connection with the with the stockholders’ vote, there were 2,432,520shares tendered for redemption for an aggregate cash payment of $24.5million. The Company deposited $581,000 into the Trust Account to extend the time period MCAF has to consummate a Business Combination for three months from January2, 2023 to April2, 2023. The Company deposited an additional $343,936 into the Trust Account, on March29, 2023, to extend the time period MCAF has to consummate a Business Combination for three months from April2, 2023 to July2, 2023. On June22, 2023. Stockholders approved another amendment to MCAF’s Amended and Restated Certificate of Incorporation to further extend the deadline by which MCAF may complete its Business Combination. This amendment provides for an extension of the time period MCAF has to consummate a Business Combination for six months to January2, 2024, provided $250,000 is deposited into the Trust Account prior to July2, 2023. On June27, 2023, MCAF deposited $250,000 into the Trust Account, accordingly MCAF has until January2, 2024, to consummate a Business Combination. It is possible that the closing may not occur by this deadline due to a number of reasons, including each party’s ability to satisfy the closing condition, such as the completion of the PIPE financing and the Reorganization.

Except in connection with a stockholder vote to approve an extension of the time period in which a business combination may be completed, MCAF has no obligation to return funds to investors prior to such date unless it consummates the Business Combination prior thereto and only then in cases where investors have sought to convert their shares. Only after the expiration of this full time period will holders of MCAF Common Stock be entitled to distributions from the trust account if it is unable to complete the Business Combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, public security holders may be forced to sell their public shares, potentially at a loss.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what MCAF’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what MCAF’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

If third parties bring claims against MCAF, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.

MCAF’s placing of funds in trust may not protect those funds from third party claims against MCAF. Although MCAF will seek to have all vendors and service providers MCAF engages and prospective target businesses MCAF negotiates with execute agreements with MCAF waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of MCAF’s public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with MCAF, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of MCAF’s public stockholders.

102

Additionally, if MCAF is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against MCAF’s which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in MCAF’s bankruptcy estate and subject to the claims of third parties with priority over the claims of MCAF’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, MCAF may not be able to return to MCAF’s public stockholders at least $10.00. As a result, if any such claims were successfully made against the Trust Account, the funds available for MCAF’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.00 per Public Share.

MCAF’s stockholders may be held liable for claims by third parties against MCAF to the extent of distributions received by them.

The MCAF Charter provides that MCAF will continue in existence only until January2, 2024 unless stockholders approve an amendment to the MCAF Charter to extend the period of time in which to consummate an initial business combination. If MCAF is unable to consummate a transaction within the required time periods, upon notice from MCAF, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, MCAF shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although MCAF cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor has contractually agreed that, if it liquidates prior to the consummation of a business combination, they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by MCAF for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver. However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

If, after MCAF distributes the proceeds in the trust account to our public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If MCAF’s due diligence investigation of the Company was inadequate, then stockholders of MCAF following the Business Combination could lose some or all of their investment.

Even though MCAF conducted a due diligence investigation of the Company, it cannot be sure that this diligence uncovered all material issues that may be present inside the Company or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Company and its business and outside of its control will not later arise. Among other things, there is no independent third-party underwriter selling the Class A Ordinary Shares, and, accordingly, the scope of due diligence conducted in conjunction with the Merger may be different than would typically be conducted in the event CH Auto pursued an underwritten initial public offering. Before entering into the Business Combination Agreement, MCAF and CH Auto performed a due diligence review of each other’s business, operations and disclosure. However, in a typical initial public offering, the underwriters of the offering conduct independent due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatements or omissions in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. The lack of an independent due diligence review and investigation means that you must rely on the information included in this proxy statement/prospectus. Further, while potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any such material misstatements or omissions, there are no underwriters of Pubco Ordinary Shares that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination, for any material misstatements or omissions in this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to increased risk when compared to investing in a traditional underwritten initial public offering.

103

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm MCAF’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against MCAF, whether or not resolved in MCAF’s favor, could result in substantial costs and divert MCAF’s management’s attention from other business concerns, which could adversely affect MCAF’s business and cash resources and the ultimate value MCAF’s stockholders receive as a result of the Business Combination.

MCAF’s ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel and the Company’s key personnel, all of whom are expected to remain with the Combined Entity following the Business Combination.

MCAF’s ability to successfully effect the Business Combination is dependent upon the efforts of MCAF’s key personnel, including key personnel of the Company. Although MCAF expects all of such key personnel to remain with the Combined Entity following the Business Combination, it is possible that MCAF will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Combined Entity. While MCAF intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause MCAF to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect its operations.

MCAF is requiring stockholders who wish to redeem their public shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

MCAF is requiring stockholders who wish to redeem their Common Stock to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is MCAF’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than MCAF anticipates for stockholders to deliver their Common Stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Common Stock.

MCAF will require its public stockholders who wish to redeem their public shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If MCAF requires public stockholders who wish to redeem their public shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, MCAF will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their public shares in such a circumstance will be unable to sell their securities after the failed acquisition until MCAF has returned their securities to them. The market price for shares of our MCAF Common Stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

If MCAF’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of Pubco’s securities.

MCAF’s Initial Stockholders are entitled to make a demand that it registers the resale of their Insider Shares at any time commencing three months prior to the date on which their shares may be released from escrow. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,807,500 Pubco Class A Ordinary Shares eligible for trading in the public market. The presence of these additional Pubco Class A Ordinary Shares trading in the public market may have an adverse effect on the market price of Pubco securities.

104

MCAF will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

MCAF is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to its public stockholders from a financial point of view. MCAF’s public stockholders, therefore, must rely solely on the judgment of the Board.

MCAF’s Sponsor, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

MCAF’s Sponsor, officers and directors and their respective affiliates and associates have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of MCAF’s public stockholders, which may result in a conflict of interest. These interests include:

•unless MCAF consummates an initial business combination by January2, 2024 (unless such date has been extended), MCAF’s officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account from the MCAF IPO and Private Placement;

•With certain limited exceptions, 50% of the founder shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of the Business Combination and the date the closing price of MCAF Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of the Business Combination or earlier in either case if, subsequent to the Business Combination, MCAF completes a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property;

•the fact that Sponsor paid an aggregate of US$25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination; and

•the fact that Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination.

A market for Pubco’s securities may not develop after the Business Combination, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Pubco’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Pubco’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Pubco’s securities after the Business Combination can vary due to general economic conditions and forecasts, Pubco’s general business condition and the release of Pubco’s financial reports. Additionally, if Pubco’s securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Pubco’s securities may be more limited than if Pubco were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that Pubco will be able to be approved for listing or comply with the continued listing standards of Nasdaq.

Pubco’s eligibility for listing after the Business Combination may depend on the number of shares of MCAF Common Stock that are redeemed. If Pubco is unable to have its securities listed on Nasdaq, MCAF and its stockholders could face significant material adverse consequences including:

•a limited availability of market quotations for Pubco Class A Ordinary Shares that are received in exchange for their shares of MCAF Common Stock;

•a limited amount of analyst coverage; and

•a decreased ability of Pubco to issue additional securities or obtain additional financing in the future.

105

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Pubco’s securities may decline as compared to MCAF Common Stock before the Business Combination.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Pubco’s securities may decline. The market values of MCAF’s securities at the time of the consummation of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which MCAF’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of Pubco’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the Company’s stock and trading in the shares of MCAF Common Stock has not been active. Accordingly, the valuation ascribed to the Company and MCAF Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for Pubco’s securities develops and continues, the trading price of Pubco’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Pubco’s control. Any of the factors listed below could have a material adverse effect on your investment in Pubco’s securities and Pubco’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Pubco’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Entity’s securities following the Business Combination may include:

•actual or anticipated fluctuations in the Combined Entity’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Entity’s;

•changes in the market’s expectations about the Combined Entity’s operating results;

•success of competitors;

•the Combined Entity’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•changes in financial estimates and recommendations by securities analysts concerning the Combined Entity or the market in general;

•operating and stock price performance of other companies that investors deem comparable to the Combined Entity;

•the Combined Entity’s ability to develop product candidates;

•changes in laws and regulations affecting the Combined Entity’s business;

•commencement of, or involvement in, litigation involving the Combined Entity;

•changes in the Combined Entity’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•the volume of shares of the Combined Entity’s securities available for public sale;

•any major change in the board or management;

•sales of substantial amounts of Pubco Class A Ordinary Shares directors, executive officers or significant stockholders or the perception that such sales could occur; and

•general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Combined Entity’s securities irrespective of its operating performance. The stock market in general and Nasdaq in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Entity’s securities, may not be predictable. A loss of investor confidence in the market for EV stocks or the stocks of other companies which investors perceive to be similar to the Combined Entity could depress the Combined Entity’s stock

106

price regardless of the Combined Entity’s business, prospects, financial conditions or results of operations. A decline in the market price of the Combined Entity’s securities also could adversely affect the Combined Entity’s ability to issue additional securities and the Combined Entity’s ability to obtain additional financing in the future.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Combined Entity, its business, or its market, or if they change their recommendations regarding the Combined Entity’s securities adversely, the price and trading volume of the Combined Entity’s securities could decline.

The trading market for the Combined Entity’s securities will be influenced by the research and reports that industry or securities analysts may publish about Pubco, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on MCAF or the Combined Entity. If no securities or industry analysts commence coverage of the Combined Entity, MCAF’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Entity change their recommendation regarding its securities adversely, or provide more favorable relative recommendations about its competitors, the price of the Combined Entity’s securities would likely decline. If any analyst who may cover the Combined Entity were to cease coverage of the Combined Entity or fail to regularly publish reports on it, Pubco could lose visibility in the financial markets, which could cause its stock price or trading volume to decline.

The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of the Combined Entity’s securities.

Sales of a substantial number of shares of the Combined Entity’s securities in the public market could occur at any time. If the Combined Entity’s shareholders sell, or the market perceives that the Combined Entity’s shareholders intend to sell, substantial amounts of the Combined Entity’s securities in the public market, the market price of the Combined Entity’s securities could decline.

The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the MCAF IPO. The holders of the majority of these securities are entitled to make up to three demands that MCAF register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to MCAF’s consummation of a business combination. The presence of these additional Pubco Class A Ordinary Shares trading in the public market may have an adverse effect on the market price of the Combined Entity’s securities.

MCAF’s public stockholders may experience dilution as a consequence of, among other transactions, the issuance of Class A Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that MCAF’s current stockholders have on the management of the Combined Entity.

It is anticipated that, upon the closing of the Business Combination, MCAF’s public stockholders will retain an ownership interest of approximately 2.2% in the Combined Entity, the Sponsor will retain an ownership interest of approximately 1.7% in the Combined Entity, the Representative will own 0.2%, the Financial Advisors will own 3.9% and the Reorganization Shareholders will own approximately 92.0% of the outstanding common stock of the Combined Entity, assuming the Minimum Redemption scenario.

The above ownership percentage with respect to the Combined Entity following the Business Combination is based on 96,805,412 Pubco Ordinary Shares to be issued and outstanding upon consummation of the Business Combination Such amount includes (1) the issuance of 89,096,171 Pubco Ordinary Shares in the Reorganization (assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement), including 58,913,241 Pubco Class A Ordinary Shares to be issued to the Reorganization Shareholders (other than the Founders), which include 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and 30,182,930 Pubco Class B Ordinary Shares to be issued to the Founders; (2) the issuance of up to 2,081,991 Pubco Class A Ordinary Shares to MCAF’s public stockholders in connection with the Merger which includes the 575,000shares issuable upon the conversion of the MCAF Rights; (3) the issuance of up to 1,688,500 Pubco Class A Ordinary Shares to the Sponsor in connection with the Merger; (4) the issuance of 188,750 Pubco Class A Ordinary Shares to the representative in MCAF’s IPO; (5) the issuance of an aggregate of 1,875,000 Pubco Class A Ordinary Shares to CBC and 625,000 Pubco Class A Ordinary Shares to Revere as financial advisors and M&A consultants to the Business Combination; and (6) the issuance of 1,250,000 Class A Ordinary Shares to BHTIC as due diligence consultant, assuming the Minimum Redemption scenario.

107

The ownership percentages with respect to the Combined Entity following the Business Combination does not take into account the redemption of any shares by MCAF’s public stockholders (other than the Actual Redemptions) and assume (i) no adjustment to the Company Equity Valuation as set forth in the Merger Agreement, and (ii) no issuance of (a) Pubco Ordinary Shares pursuant to the PIPE Financing, or (b) Pubco Ordinary Shares upon the exercise of the assumed options of the Company, if any. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing stockholders in the Combined Entity will be different.

Activities taken by MCAF’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the MCAF’s securities.

MCAF’s Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of MCAF’s Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of MCAF’s Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by MCAF’s Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such Proposals would be approved. If the market does not view the Business Combination positively, purchases of Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of MCAF’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of MCAF’s securities.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by MCAF or the persons described above have been entered into with any such investor or holder. MCAF will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect MCAF’s business, investments and results of operations.

MCAF is subject to laws, regulations and rules enacted by national, regional and local governments. In particular, MCAF is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on MCAF’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on MCAF’s business and results of operations.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our Sponsor is not controlled by, or has substantial ties with a non-U.S. person nor is Pubco or the Company a U.S. target company. As such, we do not believe the Business Combination will be subject to CFIUS review. However, if the Business Combination was terminated and we elected to do an initial business combination with a U.S. business that is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, it is possible that any such business combination would become subject to CFIUS review. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our

108

initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by January2, 2024 (unless such date has been further extended) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, and our rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Risks Related to Pubco

Currently, there is no public market for the Pubco Class A Ordinary Shares. MCAF stockholders cannot be sure that an active trading market will develop for or of the market price of the ordinary shares of Pubco they will receive or that Pubco will successfully obtain authorization for listing on the Nasdaq Stock Market.

As part of the Business Combination, (1) pursuant to the Merger each share of MCAF Common Stock will be exchanged for one newly issued Class A Ordinary Share of Pubco and (2) pursuant to the Reorganization each ordinary share of the Company will be exchanged, in accordance with the Exchange Ratio into Class A Ordinary Shares of Pubco. Pubco is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses, or its operations publicly available. MCAF, the Company and Pubco plan to cause the Class A Ordinary Shares of Pubco to be issued in the Business Combination to be approved for listing on the Nasdaq Stock Market prior to the effective time of the Business Combination. However, the listing of shares on the Nasdaq Stock Market does not ensure that a market for the Class A Ordinary Shares of Pubco will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the Class A Ordinary Shares of Pubco following the closing of the Business Combination and the Class A Ordinary Shares of Pubco may trade at a price less than the current market price of the common stock of MCAF.

Even if Pubco is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their Class A Ordinary Shares. If a public market for the Pubco Class A Ordinary Shares does not develop, investors may not be able to re-sell their Pubco Class A Ordinary Shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. Pubco cannot predict the extent to which investor interest in Pubco will lead to the development of an active, liquid trading market. The trading price of and demand for the Class A Ordinary Shares of Pubco following completion of the Business Combination and the development and continued existence of a market and favorable price for the Class A Ordinary Shares of Pubco will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of Pubco, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the Class A Ordinary Shares of Pubco to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise negatively affect the price and liquidity of the Class A Ordinary Shares of Pubco. Many of these factors and conditions are beyond the control of Pubco or Pubco shareholders.

Pubco’s share price may be volatile and could decline substantially.

The market price of Pubco Class A Ordinary Shares may be volatile, both because of actual and perceived changes in the Company’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in Pubco’s share price may include, among other factors discussed in this section, the following:

•actual or anticipated variations in the financial results and prospects of the Company or other companies in the digital asset-related industry;

•changes in economic and financial market conditions;

109

•changes in the market valuations of other companies in the digital asset-related industry;

•announcements by Pubco or its competitors of new services, expansions, investments, acquisitions, strategic partnerships or joint ventures;

•mergers or other business combinations involving Pubco;

•additions and departures of key personnel and senior management;

•changes in accounting principles;

•the passage of legislation or other developments affecting Pubco or its industry;

•the trading volume of Pubco Class A Ordinary Shares in the public market;

•the release of lockup, escrow or other transfer restrictions on Pubco’s issued and outstanding equity securities or sales of additional equity securities;

•potential litigation or regulatory investigations;

•changes in financial estimates by research analysts;

•natural disasters, terrorist acts, acts of war or periods of civil unrest; and

•the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of the Pubco Class A Ordinary Shares.

The sale or availability for sale of substantial amounts of Pubco Class A Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of the Pubco Class A Ordinary Shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of the Pubco Class A Ordinary Shares and could materially impair Pubco’s ability to raise capital through equity offerings in the future. The Pubco Class A Ordinary Shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. In connection with the Reorganization, the Pubco Reorganization Shareholders will exchange the equity interests in Pubco and the Company held by them for Pubco Class A Ordinary Shares upon the consummation of the Reorganization and have agreed, subject to certain exceptions, not to sell any Pubco Class A Ordinary Shares for 180 days after the date of this proxy statement/prospectus without the prior written consent of Pubco. There will be 66,622,482 Pubco Class A Ordinary Shares issued and outstanding immediately after the Business Combination (assuming the Minimum Redemption scenario) and 66,414,919 Pubco Class A Ordinary Shares issued and outstanding immediately after the Business Combination (assuming the Maximum Redemption scenario).Market sales of securities held by Pubco’s significant shareholders or any other holders or the availability of these securities for future sale will have a material impact on the market price of the Pubco Class A Ordinary Shares.

Pubco will issue Class A Ordinary Shares as consideration for the Business Combination, and Pubco may issue additional Class A Ordinary Shares or other equity or convertible debt securities without approval of the holders of Pubco Class A Ordinary Shares which would dilute existing ownership interests and may depress the market price of Pubco Class A Ordinary Shares.

The Company incurred a net loss of US$67.6million and US$130.1million in 2021 and 2022, respectively. In addition, the net cash used by us in operating activities was approximately US$20.1million and US$7.3million in 2021 and 2022, respectively. As of December31, 2021 and 2022, the Company had a total of US$153.8million and US$94.6million, respectively, in short-term or long-term borrowings from commercial banks and other third parties. These adverse conditions create doubt over the Company’s ability to continue as a going concern. In light of the foregoing circumstances, the Company’s independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to the Company’s ability to continue as a going concern in its report on the Company’s consolidated financial statements for the years ended December31, 2021 and 2022, and the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that the consolidated financial statements for the years ended December31, 2021 and 2022 were issued. The Company will also

110

need significant capital to, among other things, repay its indebtedness, conduct research and development and expand its production capacity as well as roll out its service network. As the Company ramps up its production capacity and operations, it may also require significant capital to maintain its property, plant and equipment and such costs may be greater than anticipated. After the consummation of the Business Combination, Pubco may need to issue additional Class A Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future to fund its operations and repay its indebtedness, in certain circumstances without the approval of the holders of the Pubco Class A Ordinary Shares. Any such issuances of additional share capital may cause shareholders of Pubco to experience significant dilution of their ownership interests and the per share value of Pubco Class A Ordinary Shares to significantly decline.

Volatility in Pubco’s share price could subject Pubco to securities class action litigation.

The market price of Pubco Class A Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. Pubco may be the target of this type of litigation and investigations. Securities litigation against Pubco could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm Pubco’s business.

The requirements of being a public company may strain Pubco’s resources, divert Pubco management’s attention and affect Pubco’s ability to attract and retain qualified board members.

Upon the consummation of the Business Combination, Pubco will be subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Nasdaq Stock Market listing requirements and other applicable securities rules and regulations. As such, Pubco will incur relevant legal, accounting and other expenses, and these expenses may increase even more if Pubco no longer qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that Pubco files annual and current reports with respect to Pubco’s business and operating results. The Sarbanes-Oxley Act requires, among other things, that Pubco maintain effective disclosure controls and procedures and internal control over financial reporting. Pubco may need to hire more employees or engage outside consultants to comply with these requirements, which will increase Pubco’s costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Pubco expected these laws and regulations to increase Pubco’s legal and financial compliance costs and to render some activities more time-consuming and costly, although Pubco is currently unable to estimate these costs with any degree of certainty.

Many members of Pubco’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Pubco’s management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing Pubco’s growth strategy, which could prevent the improvement of Pubco’s business, financial condition and results of operations. Furthermore, Pubco expects these rules and regulations to make it more difficult and more expensive to obtain director and officer liability insurance for the Pubco, and consequently Pubco may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on Pubco’s business, financial condition, results of operations and prospects. These factors could also make it more difficult to attract and retain qualified members of Pubco’s board of directors, particularly to serve on Pubco’s audit committee, compensation committee and nominating committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, Pubco’s business and financial condition will become more visible, which Pubco believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, Pubco’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in Pubco’s favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on Pubco’s business, financial condition, results of operations, prospects and reputation.

111

Recent market volatility could impact the share price and trading volume of the Pubco’s securities.

The trading market for Pubco’s securities could be impacted by recent market volatility. Recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical retail investor interest in the markets may impact the demand for Pubco ordinary shares.

A possible “short squeeze” due to a sudden increase in demand of Pubco Class A Ordinary Shares that largely exceeds supply may lead to price volatility in Pubco Class A Ordinary Shares. Investors may purchase Pubco Class A Ordinary Shares to hedge existing exposure or to speculate on the price of the Pubco Class A Ordinary Shares. Speculation on the price of Pubco Class A Ordinary Shares may involve both long and short exposures. To the extent aggregate short exposure exceeds the number of Pubco Class A Ordinary Shares available for purchase (for example, in the event that large redemption requests dramatically affect liquidity), investors with short exposure may have to pay a premium to repurchase Pubco Class A Ordinary Shares for delivery to lenders. Those repurchases may in turn, dramatically increase the price of the Pubco Class A Ordinary Shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in the Pubco Class A Ordinary Shares that are not directly correlated to the operating performance of Pubco.

It is not expected that Pubco will pay dividends in the foreseeable future after the Proposed Business Combination.

It is expected that Pubco will retain most, if not all, of Pubco’s available funds and any future earnings to fund the development and growth of Pubco’s business. As a result, it is not expected that Pubco will pay any cash dividends in the foreseeable future.

Pubco’s board of directors will have complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received from Pubco’s subsidiaries, Pubco’s financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that Pubco Class A Ordinary Shares will appreciate in value or that the trading price of the shares will not decline.

If securities and industry analysts do not publish research or publish inaccurate or unfavorable research or cease publishing research about Pubco, the price and trading volume of Pubco Class A Ordinary Shares could decline significantly.

The trading market for Pubco Class A Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about Pubco or its business. Securities and industry analysts do not currently, and may never, publish research on Pubco. If no securities or industry analysts commence coverage of Pubco, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Pubco downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of Pubco or fail to publish reports on Pubco, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

Pubco will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it is exempt from certain provisions applicable to domestic public companies in the United States.

Pubco expects to qualify as a foreign private issuer under the Exchange Act upon the consummation of the Business Combination. As a foreign private issuer, Pubco will be exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (1) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (2) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (3) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (4) the selective disclosure rules by issuers of material non-public information under Regulation FD.

Pubco will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Pubco will publish Pubco’s results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Pubco is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about Pubco than you would receive about a U.S. domestic public company.

112

Pubco could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (1) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (2) more than 50% of Pubco’s assets are located in the United States; or (3) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

If Pubco were deemed an investment company under the Investment Company Act of 1940, applicable restrictions could have a material adverse effect on our business and the price of our securities.

Upon the completion of the Business Combination, Pubco will indirectly hold at least 38.9733% of the total issued and outstanding equity interests in the Company on a fully-diluted basis, and at least 71.2769% voting rights of all the outstanding shares of the Company entitled to vote. Pursuant to Section 3(a)(1)(C) of the Investment Company Act of 1940 (the “Investment Company Act”) and/or the exemption provided in Rule 3a-1 under the Investment Company Act, Pubco is not an “investment company” and does not intend to become registered as an “investment company” under the Investment Company Act. Rather, Pubco is primarily engaged in the business of new energy vehicle design, development, manufacturing and sales. Generally, a company is an “investment company” if it is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities or owns or proposes to own investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, unless an exception, exemption or safe harbor applies. Pubco intends to continue to conduct its operations such that it will not be deemed an investment company under Section 3(a)(1)(C) and/or will be able to rely on the exemption provided in Rule 3a-1 under the Investment Company Act. However, Pubco may be deemed as an investment company (1) if all the equity pledges on the relevant shares of the Company are exercised, and all shares subject to judicial freezing are auctioned off pursuant to PRC law after the completion of the Business Combination; and (2) if Pubco or the Company is unable to remedy the reduction in equity interests and voting rights by repurchasing additional equity interests of the Company, or successfully negotiating with creditors regarding repayment terms to reduce the amount of shares subject to equity pledge and judicial freezing.

If, at any time, Pubco becomes or is determined to be primarily engaged in the business of investing, reinvesting or trading in securities, it could become subject to regulation under the Investment Company Act. If Pubco were to become subject to the Investment Company Act, any violation of the Investment Company Act could subject it to material adverse consequences, including potentially significant regulatory penalties and the possibility that certain of its contracts would be deemed unenforceable. Additionally, as a foreign private issuer, Pubco would not be eligible to register under the Investment Company Act. Accordingly, Pubco would either have to obtain exemptive relief from the SEC, modify its contractual rights or dispose of investments in order to fall outside the definition of an investment company, each of which may have a material adverse effect on Pubco. Additionally, Pubco may have to forego potential future acquisitions of interests in companies that may be deemed to be investment securities within the meaning of the Investment Company Act. Finally, failure to avoid being deemed an investment company under the Investment Company Act could also make Pubco unable to comply with its reporting obligations as a public company in the United States and lead to its being delisted from Nasdaq, which would have a material adverse effect on the liquidity and value of its securities.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Pubco is incorporated under the law of the Cayman Islands, Pubco conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States.

Pubco is incorporated under the law of the Cayman Islands, Pubco conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States. Pubco’s corporate affairs are governed by Pubco’s memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of Pubco’s directors to Pubco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of Pubco’s shareholders and the fiduciary responsibilities of Pubco’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

113

Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, there is uncertainty with regard to Cayman Islands law on whether judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State will be determined by the courts of the Cayman Islands. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. Because such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws has not yet been made by a court of the Cayman Islands, it is uncertain whether such judgments would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result, it may be difficult or impossible for you to bring an action against Pubco or against these individuals in the Cayman Islands in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against Pubco’s assets or the assets of Pubco’s directors and officers. Shareholders of Cayman Islands exempted companies such as Pubco have no general rights under Cayman Islands law to inspect corporate records (other than copies of our memorandum and articles of association and register of mortgages and charges, and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies of the Cayman Islands. Pubco’s directors have discretion under Pubco’s Second Amended Articles to determine whether or not, and under what conditions, Pubco’s corporate records may be inspected by Pubco’s shareholders, but are not obliged to make them available to Pubco’s shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that intend to protect public investors.

Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

Pubco will be an “emerging growth company,” as defined under the federal securities laws, and Pubco cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Pubco’s securities less attractive to investors.

Pubco will be an “emerging growth company” as defined in the JOBS Act, and it will remain an “emerging growth company” until the earliest to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the closing of the Business Combination, (b) in which Pubco has total annual gross revenue of at least $1.235 billion or (c) in which Pubco is deemed to be a large accelerated filer, which means the market value of Pubco’s Shares held by non-affiliates equals or exceeds $700 million as of the last business day of the prior second fiscal quarter, and (2) the date on which Pubco issued more than $1.0 billion in non-convertible debt during the prior three-year period. It is expected that Pubco will take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that Pubco’s independent registered public accounting firm provide an attestation report on the effectiveness of Pubco’s internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. If Pubco elects not to opt out of such extended transition period, which means that when a standard is issued or revised and Pubco has

114

different application dates for public or private companies, Pubco, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Pubco’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after Pubco no longer qualifies as an “emerging growth company,” as long as Pubco continues to qualify as a foreign private issuer under the Exchange Act, Pubco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, Pubco will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, Pubco’s shareholders may not have access to certain information they deem important. Pubco cannot predict if investors will find Pubco Class A Ordinary Shares less attractive because Pubco relies on these exemptions. If some investors find Pubco Class A Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Pubco Class A Ordinary Shares may be more volatile.

Pubco may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

Based on the composition of the income, assets and operations of Pubco, the Company and its subsidiaries for the fiscal year ended December 31, 2021, Pubco does not expect to be a PFIC in the taxable year that includes the Business Combination, although there can be no assurance in this regard. Following the Business Combination, the determination of whether or not Pubco is a PFIC is made on an annual basis and will depend on the composition of Pubco and its subsidiaries’ income and assets, and the market value of Pubco and its subsidiaries’ assets, from time to time. Specifically, for any taxable year a non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either: (1) 75% or more of its gross income in that taxable year is passive income, or (2) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. The calculation of the value of Pubco and its subsidiaries’ assets will be based, in part, on the quarterly market value of Pubco Class A Ordinary Shares, which is subject to change.

The determination of whether Pubco or its subsidiaries will be or become a PFIC may also depend, in part, on how, and how quickly, it uses liquid assets and the cash acquired from MCAF in the Business Combination and the PIPE Financing or otherwise. If Pubco were to retain significant amounts of liquid assets, including cash, the risk of Pubco being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that Pubco will not be a PFIC for the taxable year that includes the Business Combination or any future taxable year, and no opinion of counsel has or will be provided regarding the classification of Pubco as a PFIC. If Pubco were classified as a PFIC for any year during which a U.S. Holder held Pubco Class A Ordinary Shares, it generally would continue to be treated as a PFIC for all succeeding years during which such holder held Pubco Class A Ordinary Shares.

If Pubco were to become a PFIC, such characterization could result in adverse U.S. federal income tax consequences to U.S. Holders of Pubco Class A Ordinary Shares. For example, if Pubco is a PFIC, U.S. Holders of Pubco Class A Ordinary Shares may become subject to increased tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements. Pubco cannot assure any investor that Pubco will not be a PFIC for the taxable year that includes the Business Combination or any future taxable year. U.S. investors should consult their own tax advisors about the circumstances that may cause Pubco to be classified as a PFIC and the consequences if Pubco is classified as a PFIC.

115

Because under certain attribution rules Pubco’s non-U.S. subsidiaries may be treated as controlled foreign corporations for U.S. federal income tax purposes, there could be adverse U.S. federal income tax consequences to certain U.S. Holders of Pubco ordinary shares who own, directly or indirectly, ten percent or more of Pubco Ordinary Shares (by vote or value).

If a United States person (as defined in Section 7701(a)(30) of the Code) is treated as owning (directly, indirectly, or constructively) at least 10% of the total combined voting power of all classes of Pubco’s shares entitled to vote or at least 10% of the total value of shares of all classes of Pubco’s shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” (“CFCs”) in Pubco’s group (if any), which may subject such person to adverse U.S. federal income tax consequences. Specifically, a United States shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of such CFC’s “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, whether or not Pubco makes any distributions of profits or income of such CFC to such United States shareholder. If a U.S. Holder is treated as a United States shareholder of a CFC, failure to comply with applicable reporting obligations may subject such holder to significant monetary penalties and may extend the statute of limitations with respect to such holder’s U.S. federal income tax return for the year for which reporting was due. Additionally, a United States shareholder of a CFC that is an individual would generally be denied certain tax deductions or foreign tax credits in respect of its income that may otherwise be allowable to a United States shareholder that is a U.S. corporation.

The determination of CFC status is complex and includes attribution rules, the application of which is not entirely certain. Because MCAF will be a wholly owned U.S. subsidiary of Pubco after the Business Combination, the application of those attribution rules may cause our non-U.S. subsidiaries to be treated as CFCs. Pubco cannot provide any assurances that it will assist holders of its shares in determining whether Pubco or any of its non-U.S. subsidiaries are treated as CFCs or whether any holder of the Pubco Class A Ordinary Shares is treated as a United States shareholder with respect to any such CFC, nor does Pubco expect to furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. The U.S. Internal Revenue Service has provided limited guidance regarding the circumstances in which investors may rely on publicly available information to comply with their reporting and taxpaying obligations with respect to CFCs. Each U.S. investor should consult its advisors regarding the potential application of these rules to an investment in the Pubco Class A Ordinary Shares.

The U.S. Internal Revenue Service may not agree that Pubco should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Although Pubco is incorporated in the Cayman Islands, the U.S. Internal Revenue Service (“IRS”) may assert that it should be treated as a U.S. corporation (and therefore a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation (or U.S. tax resident) if it is organized in the United States, and a corporation is generally considered a “foreign” corporation (or non-U.S. tax resident) if it is not a U.S. corporation. Because Pubco is an entity incorporated in the Cayman Islands, it would generally be classified as a foreign corporation (or non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated and foreign tax resident entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

As more fully described in the section titled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination,” based on the terms of the Business Combination and certain factual assumptions, Pubco is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code after the Business Combination. However, the application of Section 7874 of the Code is complex and is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. Treasury regulations with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge the status of Pubco as a foreign corporation under Section 7874 of the Code or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Section 7874 of the Code Pubco’s status as a foreign corporation for U.S. federal income tax purposes, Pubco and certain Pubco shareholders would be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Pubco and future withholding taxes on certain Pubco shareholders, depending on the application of any income tax treaty that might apply to reduce such withholding taxes.

See “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination” for a more detailed discussion of the application of Section 7874 of the Code to the Business Combination. Investors in Pubco should consult their own advisors regarding the application of Section 7874 of the Code to the Business Combination.

116

SPECIAL MEETING OF MCAF STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus to the MCAF stockholders as part of the solicitation of proxies by the MCAF Board for use at the Special Meeting to be held on October30, 2023 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about October5, 2023 in connection with the vote on the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on October30, 2023 at 10:30 a.m. Eastern Time, or such other date, time and place to which such meeting may be adjourned or postponed. The MCAF Board has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/mcacquisitioniv/sm2023. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. Stockholders may also listen to the Special Meeting using the following numbers:

Within the U.S. and Canada: 1-800-450-7155 (toll free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5389093#

Purpose of the Special Meeting

At the Special Meeting, we are asking holders of MCAF Common Stock to approve the following Proposals:

1.The Business Combination Proposal to approve the merger of Merger Sub a subsidiary of Pubco with and into MCAF whereby MCAF will be the surviving corporation. The completion of the Reorganization, among other things, is a condition precedent to the Merger.

2.The Governance Proposals to approve, on a non-binding advisory basis, certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended Articles, as compared to MCAF’s current Certificate of Incorporation.

3.The 2023 Plan Proposal to approve the CH AUTO Inc. 2023 Equity Incentive Plan.

4.The NTA Requirement Amendment Proposal to approve an amendment to the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

5.The Adjournment Proposal to approve the adjournment of the Special Meeting in the event MCAF does not receive the requisite stockholder vote to approve any of the above Proposals.

Recommendation of the MCAF Board

The MCAF Board:

•has determined that each of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal, are fair to, and in the best interests of, MCAF and its stockholders;

•has approved the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal; and

•recommends that the MCAF stockholders vote “FOR” each of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal.

117

The MCAF Board members have interests that may be different from or in addition to your interests as a stockholder. See “Proposal One — The Business Combination Proposal — Interest of MCAF’s Directors and Officers in the Business Combination” in this proxy statement/prospectus for further information.

Record Date; Who is Entitled to Vote

We have fixed the close of business on September29, 2023, as the record date for determining those MCAF stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on September29, 2023, there were 3,314,491shares of MCAF Common Stock outstanding and entitled to vote. Each holder of MCAF Common Stock is entitled to one vote per share on each of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. As of June30, 2023, the Initial Stockholders collectively own and are entitled to vote 1,807,500shares of MCAF Common Stock, or approximately 54.5% of the issued and outstanding shares of MCAF Common Stock. With respect to the Business Combination, the Initial Stockholders have agreed to vote their MCAF Common Stock acquired by them in favor of the Business Combination. The Sponsor has indicated that it intends to vote its shares, as applicable, “FOR” the other Proposals, although there is no agreement in place with respect to the other Proposals.

Quorum and Required Vote for the Proposals

A quorum of MCAF stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting is represented in person or by proxy. A MCAF stockholder present in person or by proxy and abstaining from voting at the Special Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding shares of MCAF Common Stock present and entitled to vote at the Special Meeting. Attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the voting on Proposals.

Voting Your Shares

Each share of MCAF Common Stock that you own in your name entitles you to one vote for each Proposal on which such shares are entitled to vote at the Special Meeting. Your proxy card shows the number of shares of MCAF Common Stock that you own.

There are two ways to ensure that your shares of MCAF Common Stock are voted at the Special Meeting:

•You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the MCAF Board, “FOR” the adoption of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•You can attend the Special Meeting in a virtual meeting format at http://www.cstproxy.com/mcacquisitioniv/sm2023. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares. Stockholders may also listen to the Special Meeting using the following numbers:

Within the U.S. and Canada: 1-800-450-7155 (toll free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5389093#

118

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE STOCKHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•you may send another proxy card with a later date;

•if you are a record holder, you may notify our proxy solicitor, Advantage Proxy, in writing before the Special Meeting that you have revoked your proxy; or

•you may attend the Special Meeting in virtual meeting format, revoke your proxy, and vote your shares, as indicated above.

Who Can Answer Your Questions About Voting Your Shares?

If you have any questions about how to vote or direct a vote in respect of your shares of MCAF Common Stock, you may contact Advantage Proxy, MCAF’s proxy solicitor, at 877-870-8565 or email Karen Smith at KSmith@advantageproxy.com and banks and brokers call Advantage Proxy, MCAF’s proxy solicitor at 206-870-8565.

No Additional Matters May Be Presented at the Special Meeting

This Special Meeting has been called only to consider the approval of the Proposals.

Redemption Rights

Pursuant to MCAF’s amended and restated certificate of incorporation, a holder of MCAF Common Stock has the right to have its public shares redeemed for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with the Business Combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (1) demand, no later than 5:00 p.m., Eastern time on October26, 2023 (two (2) business days before the Special Meeting), that MCAF redeem your shares into cash; and (2) submit your request in writing to MCAF’s transfer agent, at the address listed at the end of this section and deliver your shares to MCAF’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Special Meeting. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the MCAF Common Stock for which you are electing redemption by two (2) business days before the Special Meeting by either:

•Delivering certificates representing the shares of MCAF Common Stock to MCAF’s transfer agent, or

•Delivering the MCAF Common Stock electronically through the DWAC system.

MCAF stockholders will be entitled to redeem their MCAF Common Stock for a full pro rata share of the Trust Account (currently anticipated to be no less than approximately $10.00 per share) net of taxes payable.

119

Any corrected or changed written demand of redemption rights must be received by MCAF’s transfer agent no later than two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of MCAF Common Stock as of the record date. Any public stockholder who holds MCAF Common Stock on or before October26, 2023 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you choose to deliver MCAF Common Stock electronically through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and MCAF’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker this cost and the broker would determine whether or not to pass this cost on to the redeeming holder. It is MCAF’s understanding that MCAF stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. MCAF does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. MCAF stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it no longer wants to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. MCAF anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by MCAF public stockholders, MCAF will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.00 per share. If you exercise your redemption rights, you will be exchanging your MCAF Common Stock for cash and will no longer own the shares. If MCAF is unable to complete the Business Combination by November 17, 2022 (or up to May 17, 2023 if such period is extended by our insiders as described herein), it will liquidate and dissolve and public stockholders would be entitled to receive approximately $10.00 per share upon such liquidation.

Holders of outstanding MCAF Units must separate the underlying MCAF Common Stock and MCAF Rights prior to exercising redemption rights with respect to the MCAF Common Stock. If MCAF Units are registered in a holder’s own name, the holder must deliver the certificate for its MCAF Units to the transfer agent with written instructions to separate the MCAF Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the MCAF Common Stock from the MCAF Units.

If a broker, dealer, commercial bank, trust company or other nominee holds MCAF Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s MCAF Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of MCAF Units to be separated and the nominee holding such MCAF Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant MCAF Units and a deposit of an equal number of MCAF Common Stock and MCAF Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the MCAF Common Stock from the MCAF

120

Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their MCAF Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Tendering Common Stock Certificates in connection with Redemption Rights

MCAF is requiring the MCAF public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to MCAF’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC System, at the holder’s option at least two (2) business days prior to the Special Meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker this cost and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether MCAF requires holders seeking to exercise redemption rights to tender their shares of MCAF Common Stock. The need to deliver shares of MCAF Common Stock is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made if the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, MCAF will promptly return the share certificates to the public stockholder.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of the MCAF Board. This solicitation is being made by mail but also may be made by telephone or in person. MCAF and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Advantage Proxy, a proxy solicitation firm that MCAF has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

MCAF will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. MCAF will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the Special Meeting.

If the Business Combination is not approved and MCAF does not consummate an initial business combination by January2, 2024 (unless such date has been extended), MCAF will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public shareholders and the MCAF Rights will expire worthless.

121

PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL

Background of the Business Combination

MCAF is a blank check company incorporated in Delaware on March 2, 2021. MCAF was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On July 2, 2021, MCAF consummated its IPO of 5,000,000 MCAF Units, each MCAF Unit consisting of one share of MCAF Common Stock, and one MCAF Right. The MCAF Units were sold at a price of US$10.00 per Unit, generating gross proceeds to MCAF of US$50,000,000. Simultaneously with the closing of the IPO, MCAF consummated a private placement with the sponsor of 195,000 Private Units at a price of US$10.00 per Unit, for a total purchase price of US$1,950,000.

On July 6, 2021, the underwriters exercised the over-allotment option in full and MCAF issued the over-allotment option MCAF Units to the underwriters. The total aggregate issuance by MCAF of the over-allotment option MCAF Units at a price of US$10.00 per unit resulted in total gross proceeds of US$7,500,000. Also on July 6, 2021, simultaneously with the sale of the over-allotment option MCAF Units, MCAF consummated the private sale of an additional 15,000 Private Units, generating gross proceeds of US$150,000.

After deducting the underwriting fee (excluding the deferred underwriting commission of US$1,725,000, which amount will be payable upon consummation of the Business Combination, if consummated), the IPO expenses and post IPO working capital, the total net proceeds from our IPO and the sale of the Private Placement Units, US$57,500,000 (or US$10.00 per Unit sold), was placed in the Trust Account.

Prior to the consummation of its IPO, neither MCAF nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with MCAF. After closing the IPO, the officers and directors of MCAF initiated contact with and were approached by several potential targets and/or advisors. From the IPO through our entering into an exclusive term sheet with the Company, MCAF had communicated with approximately 20 potential targets and/or their advisors. Of those potential targets, MCAF entered into non-disclosure agreements with three and conducted additional due diligence and/or detailed discussions with them. Besides the Company, MCAF did not continue talks with the other two companies (Target A and Target B) due to discrepancies in valuation expectations and commercial terms.

On December9, 2021, an investment bank who served as Target A’s advisor reached out to Dr. Liu introducing Target A. Target A is a leading manufacturer in the touch sensor and display industry using advanced materials headquartered in the United States. On December16, 2021, MCAF was provided with an overview of Target A along with some of its key business and financial highlights on a teleconference call, and was later provided access to Target A’s data room as well. After reviewing the information, MCAF began preliminary due deal discussions with Target A on December19, 2021. Initially, MCAF found Target A enticing given both the size (approximately US$3.5 trillion for end-users) and diversity (applications in display/touch, automotive and life sciences, among other industries) of its total addressable markets. The growth trajectory of Target A’s financials also appeared attractive, with projected revenues to increase from about US$10 million to over US$200 million during the 5-year span of 2022 to 2026. However, through further diligence MCAF learned that the achievability of this growth would depend heavily on the financing to be raised, with a total of more than US$100 million desired between the trust account of a SPAC and a PIPE. Without this financing, it appeared a significant challenge for Target A to breakthrough its current stage of product and commercial development. In light of the capital markets challenges especially around PIPEs, MCAF ultimately decided not to proceed with this target company and the parties stopped further discussions on January26, 2022.

On January5, 2022, a New York-based advisory firm, whose principals are friends with Dr. Liu, introduced Target B to MCAF. Target B is in the lithium battery industry developing and deploying solutions for light electric vehicles such as e-bikes and e-scooters. Based in China, Target B leads in the region in terms of market share, while it also has significant presence in Europe and the rest of the world. On January10, 2022, the parties held a teleconference call where an overview as well as a financial model was presented to MCAF. After reviewing the information provided, MCAF began preliminary deal discussions with Target B. Although Target B’s proposed pre-transaction equity value of US$2.6 billion, corresponding to approximately 65x in estimated 2022 P/E multiple, was in line with the valuation of the lithium battery market leader Contemporary Amperex Technology Co., Limited (300750.SZ), MCAF sought discount to this comparative valuation considering the economy of scale as well as the brand awareness advantages that

122

Contemporary Amperex Technology Co., Limited has over Target B. However, Target B argued for more nimbleness and faster growth as counter factors and would not accept the discount. Given this differential in valuation, the parties agreed to pause further discussions in late January 2022.

On November 3, 2021, Mr.Qiang Zeng, the chairman and partner of CBC reached out to Dr. Liu to explore, inter alia, a possible merger between MCAF and the Company. CBC reached out to Dr. Liu, the CEO of MCAF, because Dr. Liu had previously served as part of the sponsor of a special purpose acquisition company that had successfully completed a business combination transaction.

On November 7, 2021, Dr. Liu had an introductory meeting with Mr. Qun Lu, the Chairman and CEO of the Company, along with CBC via teleconference. During the meeting, Mr. Lu provided a business presentation with an overview of the Company, including high level financials and projected financing needs. There was no discussion of valuation during this meeting.

Following the meeting, MCAF conferred with CBC during November 2021. The parties discussed, inter alia, the Company’s first mover advantage in all-electric sports vehicle production in China, its production and sales plan, and CBC’s suggestion on a potential PIPE financing plan.

On December 4, MCAF, the Company and CBC held another teleconference. the Company updated MCAF on its potential geographic expansion into especially the Middle East region. MCAF requested, as due diligence items, the Company’s detailed ownership information and estimated audit completion timeline.

In the following weeks, the Company provided MCAF with the ownership information requested and began the engagement process of an auditor. The parties kept in touch although there were only periodic interactions between the parties due to the holiday season of December 2021 in the United States and the holiday season of January 2022 in China.

After the holidays, discussions on deal terms increased in cadence. On February 2, 2022, MCAF received a summary of key terms agreed to by the Company setting forth, inter alia, a pre-money equity value of US$1.3 billion, a PIPE financing of US$100 million that the Company would use best efforts to raise, a purchase of 200,000shares of common stock of MCAF by the Company from Sponsor for a total purchase price of US$3 million, a mutual exclusivity period of 4 weeks, completion of audited consolidated financial statements of the Company as of and for the years ended December 31, 2020 and 2021, prepared in conformity with U.S. GAAP under the standards of the PCAOB by April 30, 2022, and the post-merger board of directors to consist of the existing members of the Company’s board of directors and one additional member to be designated by MCAF.

Following a consultation on the summary of key terms with Loeb & Loeb LLP (“L&L”), MCAF’s legal counsel, on February 7, 2022, MCAF provided a term sheet to the Company, which, inter alia, confirmed the terms presented by the Company (including the PIPE financing of US$100million that the Company would use its best efforts to raise, where MCAF considered the size of $100million as reasonable given the best efforts basis that the Company shall use to raise), except the pre-money equity value, while adding customary conditions including shareholders’ support agreements, a mutual non-disclosure provision, and customary representations and warranties, among others. MCAF proposed the pre-money equity value to be US$1.2 billion, subject to certain adjustments, as MCAF sought an approximately 60% discount in P/S multiple to the average of the P/S multiples of the comparable companies (NIO Inc., Li Auto Inc. and XPeng Inc.) of 9.86x (see “— MCAF’s Board’s Reasons for the Business Combination (including financial metrics)” for more details), or 3.9x, which applying to the Company’s estimated 2023 revenue of US$310million gives US$1.2billion.

On February 9, 2022, the Company proposed the parties meet in the middle on the valuation, which MCAF accepted, and the parties reached an agreement on previously discussed terms, with a final pre-money equity value of US$1.25 billion, subject to certain adjustments, and both parties executed the term sheet.

After the execution of the term sheet on February 9, 2022, the Company had additional discussions with its auditor, who provided feedback to the Company on the challenge of audit completion by April 30, 2022. On February 14, 2022, MCAF, CBC and the Company held another teleconference where an extension of the mutual exclusivity period, payment schedule of the Company’s purchase of common stock of MCAF from Sponsor and a revision of the audit completion date were discussed.

123

MCAF and the Company continued the discussion on term sheet revisions during the following week. Then on February 25, the parties reached an agreement where the mutual exclusivity period was extended to March 30, 2022, payment schedule for the purchase of common stock of MCAF by the Company from Sponsor became half due at term sheet execution as an advance and the other half due at the signing of the Merger Agreement, and the audit completion date was deferred to June 15, 2022. The parties entered into a letter agreement amending the term sheet accordingly.

On March 4, 2022, an initial virtual kickoff conference call was held by the working groups, consisting of MCAF, L&L, the Company, its U.S. legal counsel Wilson, Sonsini, Goodrich & Rosati (“WSGR”), its PRC counsel JunHe LLP (“JunHe”), and CBC. During the following week, the working groups were granted access to the Company’s virtual data room to facilitate due diligence activities.

Given the travel restrictions due to COVID-19, MCAF engaged Beijing Haohan Tianyu Investment Consulting Co., Ltd. (“BHTIC”) as its China-based consultant to conduct due diligence in the region on MCAF’s behalf. On March 17, 2022 and under MCAF’s instruction, BHTIC held a due diligence call with the Company team where a business presentation, product overview, market size and the Company’s market positioning were discussed. The parties also coordinated logistics on-site visits for further due diligence.

After the diligence call between the Company and BHTIC, MCAF and BHTIC reviewed the content of the call and prepared a follow-up due diligence request list covering topics such as product attributes, especially the parameters of the Company’s K50 series of vehicles, product development pipeline, in particular the Company’s K20 series of automobiles, the production line and process, as well as sales and distribution plan. The request was provided to the Company on March 22, 2022, when BHTIC visited the Company’s Beijing office. The parties held a nearly two-hour meeting where MCAF also joined via videoconferencing, and the parties toured the Company’s office and walked through the diligence request list.

After the on-site visit, the Company provided a written summary to recap its responses during the meeting, and BHTIC requested another meeting with a focus on testing the K50 series, which was then conducted on March 29, 2022, where BHTIC enlisted professional drivers to test, inter alia, K50’s zero-to-60 performance, maximum torque, handling stability and battery range. The vehicles tested reflected parameters as reported by the Company.

Throughout the second half of March 2022 and most of April 2022, MCAF and its legal counsel L&L also conducted additional legal due diligence review of a prospective Business Combination with the Company. More specifically, the due diligence questions asked related to and the corresponding materials requested for included corporate records, stockholder information, a history of securities issuances by the Company, financing documents, material contracts, management and employees, financial information, sales and marketing, real property, intellectual property, IT systems and networks, privacy and data security, environmental matters, governmental regulations and filing, litigation and audits, insurance policies and claims, tax returns and related records, and other miscellaneous items.

In parallel with the due diligence activities, the parties drafted and negotiated on the Merger Agreement. On March 28, 2022, MCAF and L&L shared the first draft of the Merger Agreement with the Company and WSGR.

On April 4, 2022, the Company and WSGR shared a response draft of the Merger Agreement with MCAF and L&L, along with a summary of key issues on April 5, 2022 that included, inter alia, the valuation adjustment mechanism by net debt, audit completion date, PIPE financing deferment, addition of minimum cash requirement on the post-redemption balance of MCAF’s Trust Account, a dual class structure, and change of the outside date of the transaction.

Specifically, the Company proposed to have no net debt adjustment, arguing debt is part of the Company’s capital structure that should be looked at together with its equity for value consideration, extend the audit completion date from June15, 2022 to June30, 2022 for logistical reasons, defer PIPE financing commitment to after execution of the Merger Agreement so that the transaction itself can also be part of the traction for potential investors, add a minimum cash requirement of $10million to cover expenses, super voting rights for Pubco Class B Ordinary Shares so the Company’s management can have more control, and move the outside date from August15, 2022 to December31, 2022 to allow for more time for the transaction process.

On April12, 2022, the Company and WSGR shared an initial draft of the disclosure schedules to the Merger Agreement with MCAF and L&L.

On April 19, 2022, MCAF and L&L shared a response draft of the Merger Agreement with the Company and WSGR which, inter alia, rejected the proposal of no net debt adjustment arguing debt also presented risk so assumption of debt would lower the overall attractiveness of the transaction, accepted June 30, 2022 as the audit completion date, accepted the deferment of PIPE financing commitment to after execution of the Merger Agreement provided the

124

commitment shall be completed by the two-month anniversary of the date of execution of the Merger Agreement, rejected the minimum cash requirement since it would create uncertainty around the closing, accepted the Company request for super voting rights for Pubco Class B Ordinary Shares and counter-proposed by changing the outside date to September 30, 2022 to allow for some more time for the transaction process, along with updates and revisions to the representations and warranties of MCAF and the Company.

Also on April 19, 2022, MCAF and L&L shared a response draft of the disclosure schedules to the Merger Agreement with the Company and WSGR.

On April 26, 2022, the Company and WSGR shared a response draft of the Merger Agreement with MCAF and L&L which, inter alia, re-proposed no net debt adjustment, proposed the deferment of PIPE financing commitment to July 28, 2022, accepted that there shall be no minimum cash requirement, and counter-proposed by changing the outside date to November 15, 2022, re-iterating the same reasoning on these terms previously.

On April 27, 2022, MCAF and L&L shared a response draft of the Merger Agreement with the Company and WSGR which, inter alia, rejected no net debt adjustment, accepted the deferment of PIPE financing commitment to July 28, 2022, and accepted the change of the outside date to November 15, 2022, provided that the outside date shall automatically be extended to May 15, 2023 if the transaction is not completed by November 15, 2022, and the Company shall be responsible for depositing proceeds to MCAF’s Trust Account to extend the deadline of MCAF to complete its initial business combination, five business days prior to January 2, 2023, if the transaction is not reasonably expected to be consummated by then, and again by five business days prior to April 2, 2023, if the transaction is still not reasonably expected to be consummated by such date, so that extension of the time MCAF has to complete the transaction would be secured by commitment from the Company.

Also on April 27, 2022, MCAF’s Board met to review the terms of the proposed Business Combination with the Company to date. The MCAF Board also reviewed proposed resolutions which would be adopted by the MCAF Board in order to approve the entry into the Merger Agreement, allowing for further changes to the Merger Agreement and other transaction documents at the discretion of MCAF’s management. During the meeting, MCAF’s management provided MCAF’s Board with a comprehensive overview of the Company’s business, strategy, and future operating plans and prospects, the results and findings of MCAF’s due diligence process, financial analyses and comparable transactions. MCAF’s Board unanimously determined that it was in the best interests of MCAF to proceed with a business combination transaction with the Company, and authorized MCAF’s officers to finalize the transaction.

On April 28, 2022, the Company and WSGR shared a response draft of the Merger Agreement with MCAF and L&L which proposed a net debt adjustment with a floor equal to the aggregate debt of the Company as of the date of execution of the Merger Agreement or approximately US$457 million, so that existing debt would not be subject to the net debt adjustment but agreed to any new debt being subject to the net debt adjustment, and accepted conditions that MCAF and L&L proposed for acceptance of the change of the outside date to November 15, 2022.

On April 29, 2022, MCAF and L&L shared a response draft of the Merger Agreement with the Company and WSGR which, inter alia, accepted the Company and WSGR’s proposal of a net debt adjustment subject to a floor equal to the aggregate debt of the Company as of the date of execution of the Merger Agreement or approximately US$457 million, along with other customary updates.

During April 2022, L&L and WSGR exchanged drafts and/or summaries of the ancillary documents, including the shareholders’ support agreements, form of certificate of merger, the proposed amendments to the post-merger company’s memorandum and articles of association, forms of the registration rights agreement and the Company Lock-up Agreement. The various drafts exchanged reflected the parties’ negotiations on the interim operating covenants, allocation of tax risk and responsibility, treatment of tax benefits, post-closing governance matters, scope of registration rights and other matters.

On April 30, 2022, the parties reached agreement on all language of the Merger Agreement, which was then executed.

In February 2022, in order to facilitate the entry into the Merger Agreement between CH-Auto Tech and MCAF, CBC entered into a loan agreement with CH-Auto Tech, pursuant to which CBC shall provide the Company with a loan of US$3million, and that such loan shall be used to purchase 20,000shares of MCAF common stock from the Sponsor. In connection with the execution of the Merger Agreement, the Sponsor, Qiantu Motor USA Inc. (the “Transferee”), and NextG Tech Limited, an affiliate of CBC, entered into a stock purchase agreement, dated April 30, 2022 (the “Stock Purchase Agreement”), pursuant to which the Transferee purchased 200,000shares of MCAF

125

common stock from the Sponsor for a purchase price of US$3,000,000. Subject to the satisfaction of conditions set forth in the Stock Purchase Agreement, the Sponsor shall cause the MCAF Shares to be transferred on the books and records of MCAF to the Transferee upon the closing of the Business Combination.

On May 2, 2022, a press release was issued announcing the transaction. Shortly thereafter, MCAF filed a current report on Form 8-K attaching the Merger Agreement, ancillary documents, and the press release.

On December23, 2022, the parties entered into an Amended and Restated Agreement and Plan of Merger (the “Amended MA”). The Amended MA provides that all options issued by the Company prior to the Business Combination shall be included in the aggregated Pubco Ordinary Shares that will be issued or reserved for future issuance in connection with the closing of the Business Combination. The Amended MA also extends the date by which Pubco shall secure subscription agreements with investors relating to a purchase of Pubco Class A Ordinary Shares through a private placement (collectively, the “PIPE Agreements”), in each case on terms consented by SPAC (which consent shall not be unreasonably withheld, conditioned or delayed), pursuant to which the aggregate amount of investment is no less than $100,000,000 at the Closing.

On February17, 2023, in order to facilitate the completion of the Business Completion, CBC entered into a loan agreement with CH-Auto Tech, pursuant to which CBC shall provide the Company with a loan facility of up to US$5.9million. CBC and its affiliate extended to the Company a total amount of US$1.5million and parties to the Convertible Debt Agreement as of February17, 2023 later agreed to reduce the loan amount to US$1.5million.

On February17, 2023, CH-Auto Tech mailed out inquiry letters to its shareholders and sought shareholder responses on their election regarding Reorganization.

As of February25, 2023, the designated deadline for shareholder to inform CH-Auto Tech of their election regarding Reorganization, the shareholders holding an aggregate of 674,758,319shares of equity interests in CH-Auto Tech, representing 71.22% voting rights of all the outstanding shares of the Company entitled to vote, had agreed to exchange their stocks of CH-Auto Tech for Pubco Ordinary Shares.

Towards the end of February 2023, the Company informed MCAF that Ch-Auto HK is not able to acquire, in accordance with the then effective Merger Agreement, at least ninety percent (90%) of the then-issued and outstanding equity interests in the Company representing no less than ninety percent (90%) of the voting rights of all the outstanding shares of Company Common Stock entitled to vote in the Company and instead it proposed that Ch-Auto HK could acquire approximately 71% of the voting and economic rights of the Company, through a combination of Ch-Auto HK of (a) direct ownership of approximately 37% of the then-issued and outstanding equity interests in CH Auto and (b) ownership of the voting and economic rights of an additional 34% of the then-issued and outstanding equity interests in CH-Auto Tech. After discussing this proposal with the assistance of each’s counsels and accountants, on March1, 2023, MCAF and the Company entered into an amendment to the Merger Agreement, which provides, among others, that (1) upon the Reorganization Closing, Ch-Auto HK will directly or indirectly own at least 71.2184% of the voting rights and economic rights of all the outstanding shares of the Company entitled to vote; (2) the Company shall advance to MCAF the aggregate amount of $750,000 in two payments to fund payment of the expenses incurred, including the extension payment to be deposited into the Trust Account, in connection with an extension of the period of time for MCAF to consummate the Business Combination and for MCAF’s working capital; and (3) the Outside Date is extended to July2, 2023, provided the Company is not in violation of its obligations to fund expenses as stipulated in the foregoing clause.

On February28, 2023, the Company Board held a meeting to review and deliberate the specific steps required for consummating the Reorganization and approved the Reorganization proposal during the meeting. On March30, 2023, the general meeting of the shareholders of the Company was convened and the Reorganization proposal were discussed and approved.

During March2, 2023 to April21, 2023, CH-Auto Tech received additional responses from its shareholders that they would like to participate the Reorganization. And later on June2, 2023, CBC, Steady Axis Limited, NextG Tech Limited, Qiantu Motor USA Inc., Pubco and CH-Auto Tech entered into a share subscription agreement, pursuant to which the loan amount of US$4.5million under the NextG Convertible Debts would be converted into equity in CH-Auto Tech, comprising a total of 11,867,797shares of CH-Auto Tech.

The Circular 37 Filing was completed on April27, 2023. As of the date of this proxy statement/prospectus, CH-Auto Tech has submitted the materials for ODI Approval. It typically takes approximately three months from the submission of ODI materials to receipt of approval.

126

MCAF’s Board’s Reasons for the Business Combination (including financial metrics)

In evaluating the transaction with the Company, the MCAF Board consulted with management and MCAF’s legal counsel L&L as well as its due diligence advisor BHTIC. The MCAF Board considered and evaluated several factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the MCAF Board did not assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The MCAF Board based its decision on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weights to different factors. This explanation of our reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the MCAF Board of Directors discussed the material results of its management’s due diligence activities, which included:

•extensive meetings and calls with the Company’s management team regarding the Company’s products, development plans, operations and projections;

•research on the EV industry in general and the auto design, advanced materials technology and volume production system trends specifically, where market sizes were overlaid with the Company’s product offerings and potential revenue shares;

•due diligence activities relating to business, accounting, legal, tax, environmental, insurance, operations and other matters;

•financial and valuation analyses including financial projections provided by the Company; and

•research on the public trading values of comparable peer companies.

The MCAF Board considered a number of factors that align with the above metrics pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

•We believe EV adoption is fast-growing.    According to S&P Global Platts Analytics, global EV sales are projected to increase from 6.3 million units in 2021 to 26.8 million units in 2030. We believe rising consumer awareness is contributing to this trend, and since the Company has a pipeline of EV models, including its lead series of Qiantu K50 vehicles, it is well-positioned to benefit from further consumer interest as it expands its product offerings and increases its brand awareness.

•First mover advantage in volume production of all-electric super sports cars in China.    The Company’s Qiantu K50, initially released in 2018, is China’s first volume-produced all-electric super sports car, improving the customer experience by utilizing lightweight materials such as aluminum and composite materials. We believe the combination of time-tested technology and production capacity provides the Company with an attractive advantage over especially EV companies that have shorter operational history and/or are yet to reach volume production.

•Management has extensive experience in founding and leading companies.    The Company’s management team has experience in leadership and creation of value in disruptive companies. We believe the Company’s management has the acumen to provide quality leadership.

•Technological breakthroughs driven by sound design logic.    The Company recognized and followed the design pathway of “electrification requiring lightweight, lightweight requiring new materials, and new materials requiring new processes.” The combination of aluminum alloy infrastructure (backed by 292 patents) and composite materials (backed by 157 patents) through an integrated auto body process achieved 67% reduction of the number of parts compared with steel panel body, 20% reduction in weight and 60% reduction in overall investment.

•Efficient R&D and vehicle launch cycle due to differentiated modularized manufacturing.    A key differentiation between the Company and the traditional automobile industry is that the Company utilizes the production methodology of “drivable internal structure + integrated auto body” through a simplified

127

two-step manufacturing process (“bodywork and assembly”) in contrast to the traditional four-step approach (“stamping, welding, painting and assembly”). The Company’s more efficient process also allows for more flexible replacement of vehicle appearance, for both customization and repair purposes.

•Supportive regulatory landscape.    Recent developments in the regulatory landscape are evolving in favor of EVs in particular and sustainability in general. We believe continued development of these regulatory frameworks bodes well for firms like the Company.

•Near-term milestones provide for potential value inflection points.    The Company’s second series of EVs to be volume-produced, Qiantu K20, were already near release when MCAF and the Company entered into the Merger Agreement. A compact passenger vehicle, the K20 targets urban middle-class consumers with a more affordable price. From K20 release to confirmed orders and to deliveries, we believe these catalysts could serve as value-creating events for the Company.

•Significant market opportunity.    According to Facts and Factors, the demand of global EV market size is estimated to cross US$980 billion by 2028, at a CAGR of 24.5% between 2022 and 2028. We believe the Company’s platform is poised to benefit from this growth trajectory, especially as it expands its product offerings to capture more market segments from luxury super cars to affordable everyday vehicles.

•Multiple barriers to entry.    With EVs gaining broad acceptance, the Company has put itself in a position with clear barriers to entry including: 1) development of materials-advanced and production-efficient manufacturing capability, 2) a first-mover advantage in volume production of all-electric super sports cars, 3) ability to continually innovate through new auto designs on its existing model as well as new vehicle models, and 4) intellectual property. We believe barriers to entry provide an advantage to the Company.

•Attractive valuation.    Our management and its advisors have conducted extensive research on comparable EV peers to the Company. Given the Company’s geographic focus primarily on China, volume-producing Chinese EV makers listed on a U.S. stock exchange are considered as more directly comparable companies, which include NIO Inc. (NYSE: NIO, $52.91 billion market cap as of 2021 year-end on $5.68 billion 2021 revenue, or a P/S multiple of 9.31x), Li Auto Inc. (Nasdaq: LI, US$30.97 billion market cap as of 2021 year-end on US$4.25 billion 2021 revenue, or a P/S multiple of 7.29x) and XPeng Inc. (NYSE: XPEV, US$42.85 billion market cap as of 2021 year-end on US$3.30 billion 2021 revenue, or a P/S multiple of 12.98x). The average of the P/S multiples of the comparable companies is 9.86x. The Company provided to MCAF annual revenue projections for 2023-2026 which were as follows: $310million, $992million, $1.829billion and $3.348billion, respectively. The revenue projections are based on projected vehicle sales volume for 2023-2026. In 2023, the estimated sales volume of K50, K20/K25 and other medium-sized vehicles to be 3,000 units, 5,000 units and nil, respectively, and the total revenue from which is expected to amount to approximately RMB2.0billion (US$310million). In 2024, the estimated sales volume of K50, K20/K25 and other medium-sized vehicles to be 5,000 units, 35,000 units and 2,000 units, respectively, and the total revenue from which is expected to amount to approximately RMB6.4billion (US$992million). In 2025, the estimated sales volume of K50, K20/K25 and other medium-sized vehicles to be 6,000 units, 60,000 units and 14,000 units, respectively, and the total revenue from which is expected to amount to approximately RMB11.8billion (US$1.829billion). In 2026, the estimated sales volume of K50, K20/K25 and other medium-sized vehicles to be 8,000 units, 80,000 units and 48,000 units, respectively, and the total revenue from which is expected to amount to approximately RMB21.6billion (US$3.348billion). As there are no material departures from the Company’s original go-to-market strategy beyond a 10-month delay in implementation, the rationale for the referenced hypotheticals remains unchanged. The key assumptions underlying the projections are: (1) the expansion of the Company’s product portfolio to include mid-size passenger and SUV offerings in addition to its sports car model; (2) the estimated annual production capacity of 80,000 units by 2025; and (3) a per annum reduction of 8% in input material cost starting in the second production year for a given model, then 2% reduction thereafter. Over the forecast period from 2023 to 2025, the Company estimates that it will require a total of US$150million in capital expenditures to execute its growth strategy. Mountain Crest has not been provided with any other projections other than as disclosed above. Such projections are limited by the overall market acceptance and demands and the actual sales results of the Company’s vehicles. Therefore, while encouraged to see the projected growth trajectory of the Company, MCAF’s management recognized and suggested to the MCAF Board not

128

only the intrinsic volatility in the accuracy of multi-year projections in general, but also the adjustability of the Company’s manufacturing and sales plans in particular. Hence, the MCAF Board only utilized the Company’s 2023 revenue estimation, which while still of a projective nature is comparatively more realizable than those of the further years. Therefore, the MCAF Board concluded that the Company’s valuation of US$1.25 billion (or a P/S multiple of 3.98 on estimated 2023 revenue of US$310 million) was attractive in comparison.

The MCAF Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•Future Financial Performance.    The risk that future financial performance may not meet our expectations due to factors in our control or out of our control, including due to economic cycles or other macroeconomic factors.

•COVID-19.    Uncertainties regarding the potential impacts of the COVID-19 virus and related economic disruptions on the Company’s operations and demand for its products.

•Potential for Benefits not Achieved.    The risk that the potential benefits of the Business Combination, including the Company’s future value-creation strategies and identified cost savings or revenue opportunities, may not be fully achieved, or may not be achieved within the expected timeframe.

•Liquidation.    The risks and costs to our business if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in our inability to effect a business combination by January2, 2024 (unless such date has been extended) and force MCAF to liquidate and the rights to expire worthless.

•Exclusivity.    The fact that the Merger Agreement includes an exclusivity provision that prohibits us from, among other things, soliciting, initiating, engaging, participating or entering into discussions or negotiations with any person concerning any alternative transaction between us and another person with respect to a potential business combination. The exclusivity provision is effective until the earlier of the Closing and the date that the Merger Agreement is properly terminated.

•Stockholder Vote.    The risk that our stockholders may fail to provide the respective votes necessary to effect the Business Combination.

•Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within our control.

•Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•China-related disclosures.    There is also uncertainty in connection with the SEC requirements for risk factor disclosures related to China regulations which tend to be updated from time to time. Due to the Company’s long operating history, it may become subject to higher and stricter financial reporting requirements to relevant authorities that could hinder the de-SPAC process.

•Other Risks.    Various other risks associated with the Business Combination, the business of MCAF, and the business of the Company described under “Risk Factors.”

Stockholder Meetings to Extend Time for MCAF to Consummate the Business Combination

On December15, 2022, MCAF held a Special Meeting of its Stockholders and the MCAF stockholders approved the proposal to amend MCAF’s Amended and Restated Certificate of Incorporation to extend the time period MCAF has to consummate its Business Combination for three months, from January2, 2023 to April2, 2023, plus an option for MCAF to further extend such date to July2, 2023 and to be further extended to the extent MCAF’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period. The Company deposited

129

$581,000 into the Trust Account to extend the time period MCAF has to consummate its Business Combination for three months from January2, 2023 to April2, 2023. In connection with the with the stockholders’ vote, there were 2,432,520shares tendered for redemption for an aggregate cash payment of $24.5million. The Company deposited $343,936 into the Trust Account, on March29, 2023, to extend the time period MCAF has to consummate its Business Combination for three months from April2, 2023 to July2, 2023.

On June22, 2023, MCAF held the second Special Meeting, during which its Stockholders approved a further amendment to its Amended and Restated Certificate of Incorporation to further extend the time period it has to consummate its Business Combination to January2, 2024.

The Merger Agreement

The Merger

On April 30, 2022, MCAF entered into the Agreement and Plan of Merger (as amended and restated on December23, 2022 and amended on March1, 2023, respectively, and as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MCAF, Pubco, Merger Sub and the Company, pursuant to which, among other things, MCAF, Pubco, Merger Sub and the Company intend to effect a merger of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the DGCL. In connection with the Merger, the name of the surviving corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its Class A Ordinary Shares to be traded on the Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement.

No later than five (5) Business Days prior to the Effective Time, the Company shall deliver to Pubco and MCAF the Equityholder Allocation Schedule setting forth the names of each stockholder and such stockholder’s respective percentage interest in the Company Merger Consideration. Immediately after the delivery of the Equityholder Allocation Schedule, Pubco shall conduct a reverse stock split of its then issued and outstanding Class A Ordinary Shares. At the time the Pubco Reverse Stock Split is completed, each Pubco shareholder who holds Pubco Class A Ordinary Shares immediately before the Pubco Reverse Stock Split (the “Pubco Reorganization Shareholder”) shall automatically receive the corresponding Company Merger Consideration as set forth in the Equityholder Allocation Schedule, without any change in the par value of $0.00001 per share, in exchange for all the Class A Ordinary Shares held by such Pubco Reorganization Shareholder immediately prior to the Pubco Reverse Stock Split. The corresponding Company Merger Consideration issued to each Pubco Reorganization Shareholder shall be equal to the product of (1) the number of Class A Ordinary Shares held by such Pubco Reorganization Shareholder immediately prior to the delivery of the applicable Equityholder Allocation Schedule multiplied by (2) the Conversion Ratio.

Concurrently with the Pubco Reverse Stock Split, by virtue of the Reorganization and without any action on the part of MCAF, Merger Sub, the Company, or their respective stockholders, Pubco shall issue to each Company stockholder that participates in the Reorganization or each’s designee(s) (the “Company Reorganization Stockholders”) the corresponding Company Merger Consideration as set forth in the Equityholder Allocation Schedule at par value per share or other value as determined as part of the Reorganization by the board of directors of Pubco. The corresponding Company Merger Consideration issued to each Company Reorganization Stockholder shall be equal to the product of (1) the number of shares of Company Common Stock held by such Company Reorganization Stockholder on an as-converted and fully-diluted basis immediately prior to the delivery of the applicable Equityholder Allocation Schedule multiplied by (2) the Conversion Ratio. The Company Reorganization Stockholders, other than the Founders of the Company who shall receive Class B Ordinary Shares, shall receive Class A Ordinary Shares. Company Merger Consideration means the sum of all Class A Ordinary Shares and Class B Ordinary received by the Pubco Reorganization Shareholders and Company Reorganization Stockholders.

Simultaneously with and in exchange for the issuance of the Company Merger Consideration, but before the Closing of the Merger, a then-established wholly-owned PRC subsidiary (the “Holding Company”) of CH-Auto (Hong Kong) Limited (“CH-Auto HK”), shall acquire all the shares of the Company Common Stock held by each Company Reorganization Stockholder at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders (the “HK Share Purchase”); provided however, (i) certain Company Reorganization Stockholders that are the directors, supervisors or senior executives of the Company (i.e., Qun Lu, Yanmin Wu, Hua Yao, Kejian Wang, Chenhui Feng, Baihui Sun, Jingwei Song and Kai Yin, each a “DSO Stockholder” and together,

130

the “DSO Stockholders”) shall each transfer up to 25% of the stocks of the Company held by him or her due to restrictions under the PRC laws; (ii) the Company shares held by certain Company Reorganization Stockholders (i.e., Xiangchao Shen and the DSO Stockholders, each an “Entrusting Stockholder” and together, the “Entrusting Stockholders”) are currently under judicial freezing, and therefore, are prohibited from transfer unless such Company shares are released from the equity judicial freezing. Each Entrusting Stockholder shall further enter into a voting rights proxy agreement (the “Voting Rights Proxy Agreement”) and an economic rights transfer agreement (the “Economic Rights Transfer Agreement”) with the Holding Company (the “HK Voting Right Entrustment”), pursuant to which each Entrusting Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the remaining shares of Company Common Stock held by them (the “Entrusting Stockholder’s Remaining Shares”) pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the Entrusting Stockholder’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement. The Economic Rights Transfer Agreement shall provide that the Pubco Ordinary Shares issued to each Entrusting Stockholder in exchange for such Entrusting Stockholder’s Remaining Shares, shall be subject to restrictions on transfer, conveyance, assignment and further encumbrance until the Entrusting Stockholder transfers and conveys the underlying shares of Company Common Stock to the Holding Company. Pursuant to the Merger Agreement, upon the completion of the HK Share Purchase, and after giving effect to the HK Voting Right Entrustment (the “Reorganization Closing”), the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, and (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in the Company. As of the date of this proxy statement/prospectus, stockholders of the Company (including the Entrusting Stockholders) holding an aggregate of 697,742,335shares of the Company Common Stock, representing 71.2769% voting rights of all the outstanding shares of the Company entitled to vote, have agreed to exchange their stocks of the Company for 89,096,171 Pubco Ordinary Shares, accounting for 92.0% of the then issued Pubco Ordinary Shares and 98.5% of the total voting power of Pubco following the Business Combination, assuming Minimum Redemption (as defined below) scenario. Due to the abovementioned restrictions, only 390,810,947shares will be transferred to the Holding Company, while the voting and economic rights associated with the 316,226,388 will be entrusted with the Holding Company pursuant to the Voting Rights Proxy Agreement and the Economic Rights Transfer Agreement.

Conversion Ratio means a number resulting from dividing (i) the Company Equity Valuation by (ii) the product of (x) $10 and (y) the number of Company Common Stock and Pubco Ordinary Shares issued and outstanding on an as-converted and fully-diluted basis as of immediately prior to the Reorganization Closing plus the number of Company Reserved Shares. Company Reserved Shares means, collectively, the shares of Common Stock subject to the Company’s outstanding options granted to employees or financial advisors, if any.

The Pubco Reverse Stock Split, the HK Share Purchase, the HK Voting Right Entrustment, the issuance of the Company Merger Consideration to the Pubco Reorganization Stockholders and the Company Reorganization Stockholders as described above are collectively referred to herein as the Reorganization. Below is Company’s implementation plan in order to effect the Reorganization, subject to the ongoing negotiations with its then current shareholders:

1.Each shareholder of the Company shall elect whether to participate the Reorganization by exchanging its shares of Company Common Stock for Pubco Ordinary Shares. As of the date of this proxy statement/prospectus, all the current shareholders of the Company have completed such election. See “Proposal One — The Business Combination Proposal — Background of the Business Combination” for a detailed update of the Reorganization. We refer the shareholders of the Company that participate the Reorganization as Company Reorganization Stockholders and those who do not as non-participating stockholders. Specifically:

(i)Non-participating stockholders collectively own a total of 281,175,062shares of Company Common Stock, accounting for 28.7231% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis; and

(ii)Company Reorganization Stockholders collectively own a total of 697,742,335shares of Company Common Stock, accounting for 71.2769% of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis.

131

2.Pursuant to the Company’s articles of association, Reorganization shall be approved by both the board of the Company (the “Company Board”) and the shareholders of the Company. On February28, 2023, the Company Board held a meeting to review and deliberate the specific steps required for consummating the Reorganization and approved the Reorganization proposal during the meeting. On March30, 2023, the general meeting of the shareholders of the Company was convened and the Reorganization proposal were discussed and approved.

3.To effect a Reorganization Closing,

(i)The Founders and senior management shall complete the Circular 37 Filing which has been completed on April27, 2023.

(ii)The remaining Company Reorganization Stockholders that are PRC entities shall obtain ODI Approvals. As of the date of this proxy statement/prospectus, the Company has submitted the materials for ODI Approval. It typically takes at least three months from the submission of ODI materials to receipt of ODI Approval.

(iii)All of the Company Reorganization Stockholders shall execute certain reorganization transaction documents by the closing date of the Reorganization, among which the Domestic Share Purchase Agreement and the Overseas Share Subscription Agreement are the major ones. Specifically,

•The Domestic Share Purchase Agreement will provide that the Holding Company shall acquire all shares held by the Company Reorganization Stockholders, provided that (i) the DSO Stockholders will only transfer up to twenty-five percent (25%) of the shares of Company Common Stock held by him or her to the Holding Company due to restrictions under the PRC laws, and (ii) certain DSO Stockholders and Mr.Xiangchao Shen will only transfer the shares of the Company Common Stock that are not under judicial freezing or equity pledge; and

•The Overseas Share Subscription Agreement will provide that the Company Reorganization Stockholders shall subscribe for the Pubco Ordinary Shares.

The Company has distributed the forms of these two agreements with the Company Reorganization Stockholders for their review and execution. Although both forms are standard reorganization agreements, the Company may still receive material comments from the Company Reorganization Stockholders.

(iv)The Company Reorganization Stockholders that are Entrusting Stockholders shall enter into, in addition to the documents in (iii) above, the Voting Rights Proxy Agreement and Economic Rights Transfer Agreement, which provide that each of the Entrusting Stockholder shall transfer and assign to the Holding Company the voting rights of their remaining shares of Company Common Stock and transfer and assign all of their economic rights, including the right to receive dividends, of their remaining shares of Company Common Stock to the Holding Company. See Exhibits 10.22 and 10.23 for the English translation of the agreed forms of these two agreements.

(v)Upon the completion of the above steps and after the Form F-4 is declared effective by the SEC, Pubco shall, pursuant to the Overseas Share Subscription Agreement and the Merger Agreement, issue the Company Reorganization Stockholders the corresponding Company Merger Consideration. At the same time, the Holding Company and the Company Reorganization Stockholders shall, pursuant to the Domestic Share Purchase Agreement, and for the Entrusting Stockholders, the Voting Rights Proxy Agreement and Economic Rights Transfer Agreement, complete the HK Share Purchase to close the Reorganization transaction.

4. After the Reorganization Closing and the closing of the Business Combination, the Company Reorganization Stockholders, the Company and the Holding Company shall, according to the Domestic Share Purchase Agreement, complete relevant post-closing procedures for the domestic share transfer, such as commercial commission registration procedures (if required), foreign exchange registration procedures, special foreign exchange accounts setup, etc.

Pursuant to the Merger Agreement, upon the Reorganization Closing, the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, and (2) own, directly or indirectly, at least 71.2184% of the economic rights of

132

all the outstanding equity securities in the Company. As of the date of this proxy statement/prospectus, Company Reorganization Stockholders holding an aggregate of 71.2769% voting rights of all the outstanding shares of the Company entitled to vote, will exchange their shares of the Company Common Stock for 89,096,171 Pubco Ordinary Shares, accounting for 92.0% of the then issued Pubco Ordinary Shares and 98.5% of the total voting power of Pubco following the Business Combination, assuming Minimum Redemption (as defined below) scenario.

The Closing

MCAF and the Company have agreed that the closing of the Merger (the “Closing”) shall occur no later than July2, 2023 or later as agreed by the parties to the Merger Agreement (the “Outside Date”).

Conversion of MCAF Securities

As of the Effective Time, the current equity holdings of the MCAF stockholders shall be exchanged as follows:

1.Each share of MCAF Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such MCAF Common Stock, Pubco shall issue to each MCAF stockholder (other than MCAF stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued Pubco Class A Ordinary Share, which shall be fully paid.

2.The holders of MCAF Rights (convertible into one-tenth (1/10) of one share of MCAF Common Stock) issued and outstanding immediately prior to the effective time of the Merger will obtain one Pubco Class A Ordinary Share in exchange for the cancellation of each ten (10) MCAF Rights; provided, however, that no fractional shares of Pubco Class A Ordinary Shares will be issued and all fractional Pubco Class A Ordinary Shares will be rounded down to the nearest whole share.

Representations and Warranties

In the Merger Agreement, the Company makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of the Company and its subsidiaries (together, the “Company Parties”) and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other Transaction Documents; (c) consents and required approvals, (d) non-contravention, (e) capitalization; (f) financial statements, (g) liabilities, (h) internal accounting controls, (i) absence of certain developments, (j) accounts receivable, (k) compliance with law, (l) title to properties, (m) international trade matters and anti-bribery compliance, (n) tax matters, (o) intellectual property, (p) insurance, (q) litigation, (r) bank accounts and powers of attorney, (s) material partners, (t) labor matters, (u) employee benefits, (v) environmental and safety, (w) related party transactions, (x) material contracts, (y) SEC Matters, (z) brokers and other advisors, (aa) foreign private issuer status, and (bb) disclaimer of other representations and warranties.

MCAF also makes certain representations and warranties relating to, among other things: (a) organization, qualification and standing; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other Transaction Documents; (c) non-contravention, (d) brokers and other advisors, (e) capitalization, (f) consents and required approvals, (g) trust account, (h) employees, (i) tax matters, (j) exchange listing, (k) reporting company, (l) undisclosed liabilities, (m) MCAF SEC documents and MCAF financial statements (n) business activities, (o) MCAF contracts, (p) litigation, (q) information supplied, (r) investment company, (s) lockup, (t) insider letter agreement, (u) board approval, (v) vote required, and (w) disclaimer of other representations and warranties.

Conduct Prior to Closing; Covenants Pending Closing

The Company and MCAF have agreed to operate their respective business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

In connection with the Merger Agreement, the Company and MCAF had agreed that Pubco, with the assistance of MCAF and its affiliates, would use its commercially reasonable best efforts to deliver to the Company and MCAF true, correct and complete copies of each fully executed subscription agreements by March15, 2023 with investors relating to the PIPE Financing. A substantial amount of time has passed since March15, 2023 and as of the filing of this proxy statement/prospectus, Pubco has not secured or delivered any executed subscription agreements in connection with the PIPE Financing. Pubco intends to continue to actively seek investors in connection with the PIPE Financing. MCAF has not waived its right to terminate the Merger Agreement due to Pubco’s failure to consummate the PIPE Financing.

133

Conditions to Closing

The Merger Agreement also contains customary closing covenants.

General Conditions to Closing.

The respective obligations of each Party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

•There shall not be any Proceeding pending by or before any Governmental Authority in which a Governmental Authority is a party, nor shall there be any Order or Law in effect that restrains, enjoins, prevents, prohibits or make illegal the consummation of the Merger;

•The Merger shall have been approved by the applicable SPAC Required Vote in accordance with the provisions of MCAF’s Organizational Documents and the DGCL;

•The Requisite Stockholder Approval shall have been obtained;

•The Form F-4 and the Form 8-A shall have been declared effective by the SEC under the Securities Act and the Exchange Act, as applicable, and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no Proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

•All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated;

•The Pubco Class A Ordinary Shares (including the Pubco Class A Ordinary Shares to be issued in connection with the Merger) shall have been approved for listing on the Nasdaq Stock Market following Closing, subject to any requirement to have a sufficient number of round lot holders of the Pubco Class A Ordinary Shares, and the issued and outstanding Pubco Class A Ordinary Shares held by Pubco shareholders shall be listed on such exchange on the Closing Date (this condition is waivable);

•All consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the Transactions shall have been made or obtained; and

•The Redemption Offer shall have been completed in accordance with the Merger Agreement and the Proxy Statement.

Conditions to Obligations of MCAF.

The obligations of MCAF to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

•The Fundamental Representations (other than Section 3.5(a)) set forth in the Merger Agreement shall be true and correct in all material respects as of the signing date and as of the Closing Date, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time. Section 3.5(a) shall be true and correct in all respects as of the signing date and as of the Closing Date, except (1) for the portions of Section 3.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (2) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in the Merger Agreement other than the Fundamental Representations shall be true and correct as of the signing date and as the Closing Date except (i) for representations and warranties that speak as of a specific date or time, which need be true and correct only as of such date or time and (ii) for breaches of the representations and warranties of the Company set forth in Article III of the Merger Agreement (other than the Fundamental Representations) that, in the aggregate, would not have a Material Adverse Effect (this condition is waivable);

134

•The Company shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement on or prior to the Closing Date (this condition is waivable);

•There shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect (this condition is waivable);

•MCAF shall have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Sections 8.2(a)-(c) of the Merger Agreement (this condition is waivable);

•The Reorganization shall have been consummated;

•The PIPE Financing shall have been consummated (this condition is waivable);

•The Company shall have executed and delivered to MCAF a copy of each Transaction Document to which it is a party;

•Each Company Lock-Up Shareholder shall have executed and delivered to MCAF the Company Lock-up Agreement in accordance with Section 5.5 of the Merger Agreement (this condition is waivable);

•MCAF shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the Organizational Documents of Pubco, the Company and Company Merger Sub, as in effect on the Closing Date, are attached to such certificate (this condition is waivable);

•MCAF shall have received a certificate, signed by an officer of Pubco, certifying that true, complete and correct copies of the resolutions of the directors of Pubco, the Company and Company Merger Sub authorizing the execution and delivery of the Merger Agreement and the other Transaction Documents to which such entity is a party and performance by each of Pubco, Company and Company Merger Sub, as applicable, of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing Date, are attached to such certificate (this condition is waivable);

•Each of Pubco and Company Merger Sub shall have delivered to MCAF a certificate of good standing from their respective applicable jurisdictions of incorporation (this condition is waivable); and

•If the Closing occurs, all Closing conditions set forth in Section 8.1 and Section 8.2 of the Merger Agreement that have not been fully satisfied as of the Closing will be deemed to have been waived by MCAF.

Conditions to Obligation of the Company, Pubco and Company Merger Sub

The obligation of the Company, Pubco and the Merger Sub and their respective stockholders to effect the Merger is further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

•The representations and warranties of MCAF (other than Section 4.5(a)) set forth in the Merger Agreement shall be true and correct as of the date hereof and as of the Closing Date, except for (1) representations and warranties (other than Section 4.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (2) for breaches of the representations and warranties of MCAF set forth in Article IV of the Merger Agreement, that, in the aggregate, would not have a Material Adverse Effect. Section 4.5(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date, except (i) for the portions of Section 4.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 4.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of MCAF valued at less than $100,000 (this condition is waivable);

•MCAF shall have performed in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the Closing Date (this condition is waivable);

•There shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect (this condition is waivable);

135

•The Company and Pubco shall have received a certificate, signed by the chief executive officer or chief financial officer of MCAF, certifying as to the matters set forth in Section 8.3(a)-(c) of the Merger Agreement (this condition is waivable);

•MCAF shall have executed and delivered to the Company and Pubco a copy of each Transaction Documents to which it is a party;

•MCAF shall have delivered to the Company a certificate, signed by an officer of the Company, certifying true, complete and correct copies of (1) the resolutions duly adopted by the requisite vote at the Special Meeting approving the Merger and the consummation of the Transactions contemplated by the Merger Agreement and the other Transaction Documents; (2) certified copies of the resolutions duly adopted by MCAF’s board of directors authorizing the execution, delivery and performance of the Merger Agreement and the other Transaction Documents to which each is a party and performance by MCAF of the Transactions, including the Merger, each having been duly and validly adopted and being in full force and effect as of the Closing Date; and (3) written resignations, in forms satisfactory to the Company, dated as of the Closing Date and effective as of the Closing, executed by (X) all officers of MCAF and (Y) all persons serving as directors of MCAF immediately prior to the Closing (this condition is waivable);

•MCAF shall have delivered to the Company a certificate, signed by an officer of MCAF, certifying that true, complete and correct copies of the Organizational Documents of MCAF, as in effect on the Closing Date, are attached to such certificate (this condition is waivable);

•MCAF shall have delivered to the Company and Pubco certificates of good standing with respect to MCAF from the State of Delaware (this condition is waivable);

•MCAF and the MCAF Stockholders shall have entered into a registration rights agreement in substantially the form attached hereto as Annex F;

•Each of the SPAC Proposals described in Section 7.4(f) of the Merger Agreement has been approved by the applicable SPAC Required Vote in accordance with the provisions of MCAF’s Organizational Documents and the DGCL; and

•If the Closing occurs, all Closing conditions set forth in Section 8.1 and Section 8.3 of the Merger Agreement that have not been fully satisfied as of the Closing will be deemed to have been waived by the Company, Pubco and Merger Sub.

None of Pubco, MCAF, the Company or Merger Sub may rely on the failure of any condition set forth in the Merger Agreement to be satisfied if such failure was caused by such party’s failure to act in good faith or to take such actions as may be necessary to cause the conditions of the other party to be satisfied.

Each of Pubco, MCAF, the Company and Merger Sub have the ability to waive compliance with one or more of these conditions to the extent it is legally permissible to do so. For example, none of the parties could waive the requirement that stockholders approve the Merger Agreement or that all required legal approvals have been obtained. The parties could waive other conditions however, if deemed in the best interests of stockholders to do so, and proceed with the Business Combination. While it is a requirement to closing that the Nasdaq listing be obtained, the parties could elect to proceed without a Nasdaq listing. The MCAF Board reserves the right to waive any legally-permissible condition if, in its judgment, it is in the best interests of stockholders to proceed to close the Business Combination even if stockholders have previously approved the Merger Agreement. In the event, the MCAF Board determined to proceed with the Business Combination and waive a material condition to its obligation to close, it would file a Form 8-K to disclose this fact.

Termination

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time:

•by the mutual written consent of the Company and MCAF duly authorized by each of their respective boards of directors;

•by MCAF, if any of the representations or warranties of Pubco or the Company set forth in Article III of the Merger Agreement will not be true and correct, or if Pubco, the Company or Merger Sub has failed to perform any covenant or agreement on the part of Pubco, the Company or Merger Sub set forth in the Merger

136

Agreement (including an obligation to consummate the Closing), in each case such that the conditions to Closing set forth in either Section 8.2(a) or Section 8.2(b) of the Merger Agreement would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by MCAF) by the earlier of (1) the Outside Date or (2) thirty (30) days after written notice thereof is delivered to the Company; provided, that MCAF is not then in breach of the Merger Agreement so as to cause any condition to the Closing set forth in Section 8.2(a) or Section 8.2(b) of the Merger Agreement from being satisfied at or prior to the Outside Date;

•by the Company, if any of the representations or warranties of MCAF set forth in Article IV of the Merger Agreement shall not be true and correct or if either MCAF has failed to perform any covenant or agreement on the part of MCAF set forth in the Merger Agreement (including an obligation to consummate the Closing), in each case such that the conditions to Closing set forth in either Section 8.3(a) or Section 8.3(b) of the Merger Agreement would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by the Company) by the earlier of (1) the Outside Date or (2) thirty (30) days after written notice thereof is delivered to MCAF; provided that the Company or Merger Sub is not then in breach of the Merger Agreement so as to cause any condition to the Closing set forth in either Section 8.3(a) or Section 8.3(b) of the Merger Agreement to not be satisfied at or prior to the Outside Date;

by either the Company or MCAF:

•on or after July2, 2023 or later as agreed by the parties to the Merger Agreement (the “Outside Date”);

•if any Order having the effect set forth in Section 8.1 of the Merger Agreement shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate the Merger Agreement under this Section 9.1(d)(ii) of the Merger Agreement shall not be available to a Party if such Order was due to such Party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement;

•by the Company, if any of the MCAF Proposals shall fail to receive the applicable SPAC Required Vote for approval at the SPAC Stockholder Meeting (unless such SPAC Stockholder Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof);

•by MCAF, if the Requisite Stockholder Approval shall not have been obtained within ten (10) Business Days of the delivery to the Company Stockholders of the prospectus that is part of the Form F-4; and

•by MCAF, in the event that the PIPE Financing has not been entered into by March15, 2023.

The specific terms and conditions of the merger of Merger Sub with and into MCAF (the “Merger”), with MCAF as the Surviving Company are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

Agreements Entered into in connection with the Business Combination

SPAC Support Agreement

Contemporaneously with the execution of the Merger Agreement, Mountain Crest Holdings IV LLC (the “Sponsor”) and the directors of the MCAF entered into a support agreement, dated April 30, 2022 (the “SPAC Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed business combination. Each such holder also agreed not to transfer any shares of MCAF common stock owned by it unless the transferee executes a joinder agreement that provides that the transferee will become a party to the SPAC Support Agreement. The holders have also agreed not to seek redemption rights.

The foregoing description of the SPAC Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Annex C hereto.

137

Company Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of Company common stock entered into a support agreement, dated April 30, 2022 (the “Company Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed business combination. The Company Support Agreement also covers any shares of Pubco common stock or of any successor entity of which ownership of record or the power to vote, directly or indirectly, is subsequently acquired by the stockholder prior to the termination of the Company Support Agreement. Each stockholder that executed the Company Support Agreement also agreed not to transfer any shares subject to the Company Support Agreement (with a limited exception in connection with the Reorganization) prior to the termination of the Company Support Agreement unless the buyer, assignee or transferee thereof executes a joinder agreement to the Company Support Agreement in substantially the form set forth on Exhibit B thereto.

The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Annex D hereto.

Ancillary Agreements to be Entered upon Closing

Company Lock-Up Agreement

Pursuant to the terms of the Merger Agreement, the Company has agreed that it will cause the Company Lock-Up Shareholders to enter into an agreement with Pubco to be effective as of the Closing, pursuant to which at least ninety-nine percent (99%) of the Company Merger Consideration shall be subject to a lock-up agreement (the “Company Lock-Up Agreement”).

Pursuant to the Company Lock-Up Agreement, such holders have agreed, subject to certain customary exceptions, not to sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any Pubco Class A Ordinary Shares held by them, until the date that is six months after the date of the Closing (the “Lock-Up Period”). Certain transfers, subject to certain customary conditions as set forth in the Company Lock-up Agreements are allowed during the Lock-Up Period.

The foregoing description of the Company Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a form of which is included as Annex E hereto.

Amended and Restated Registration Rights Agreement

At the closing of the Business Combination, Pubco will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of MCAF and with respect to certain securities they own at the Closing. The Amended and Restated Registration Rights Agreement provides certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Pubco will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Amended and Restated Registration Rights Agreement, the form of which is attached hereto as Annex F.

Interest of MCAF’s Directors and Officers in the Business Combination

In considering the recommendation of MCAF’s board of directors to vote in favor of the Merger, stockholders should be aware that, aside from their interests as stockholders, our directors and officers have interests in the Merger that are different from, in addition to, or in conflict with those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Merger, and in recommending to stockholders that they approve the Merger. Stockholders should take these interests into account in deciding whether to approve the Merger. These interests include:

•the beneficial ownership of MCAF’s directors and officers, of an aggregate of 1,647,000shares of MCAF Common Stock and 210,000 MCAF Rights, which shares and rights would become worthless if MCAF does not complete a business combination within the applicable time period, as our directors and officers and their affiliates have waived any right to redemption with respect to these shares. Such shares and rights

138

have an aggregate market value of approximately $17.85million and $61 thousand, respectively, based on the closing prices of MCAF Common Stock and MCAF Rights of $10.84 per share and $0.29 per Right on Nasdaq on September29, 2023, the Record Date for the special meeting of stockholders;

•the anticipated appointment of Suying Liu, as a director of the Combined Entity following the Closing; and

•the continued indemnification of the current directors and officers of MCAF following the Merger and the continuation of directors’ and officers’ liability insurance following the Merger.

These interests may influence MCAF’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Stockholder Proposals.

CH Auto’s Fair Market Value Exceeds 80% of Funds in the Trust Account

The target business or businesses that MCAF acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the amount of deferred underwriting commissions held in trust and taxes payable) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. As noted above, the Board of MCAF has determined that the fair market value of CH Auto is $1.25billion. As of March24, 2023, MCAF’s Trust Account is funded with approximately $34,252,000. MCAF and CH Auto currently anticipate that Pubco will acquire 71.2184% of CH Auto in connection with the Business Combination, which is valued at approximately $890,230,000, in exchange for the issuance of 89,023,000 Ordinary Shares of Pubco valued at $10 per share. It is clear that $890,230,000 exceeds 80% of $34,252,000. In the event that Pubco is only able to acquire 46.28% of CH Auto in connection with the Business Combination, which is valued at approximately $578,375,000, in exchange for the issuance of 57,837,500 Ordinary Shares of Pubco valued at $10 per share. It is equally clear that $578,375,000 exceeds 80% of $34,252,000. Accordingly, the MCAF board of directors has determined that this test was met in connection with the Business Combination with Pubco.

139

PROPOSAL TWO — GOVERNANCE PROPOSALS

Overview

We are asking our stockholders to vote upon, on a non-binding advisory basis, a proposal to approve certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended Articles, as compared to MCAF’s current Charter. These proposals are being presented in accordance with SEC guidance and will each be voted upon on an advisory basis. The vote on each of these proposals are not binding on MCAF or our Board.

In the judgment of the Board, these provisions are necessary to adequately address the needs of the Pubco. Furthermore, the Business Combination is not conditioned upon the separate approval of the Governance Proposals.

Governance Proposals

The following is a summary of the material differences between the MCAF Charter and the Second Amended Articles applicable to the Governance Proposals. This summary is qualified by reference to the complete text of the Second Amended Articles, a copy of which is attached to this proxy statement as Annex B. We urge all stockholders to read the Second Amended Articles in their entirety for a more complete description of its terms. Additionally, as the MCAF Charter is governed by the DGCL and the Second Amended Articles will be governed by the Cayman Companies Act, we encourage stockholders to carefully consult the information set out under the “Description of Pubco’s Share Capital — Comparison of Rights of Pubco Shareholders and MCAF Stockholders” section of this proxy statement/prospectus.

	MCAF Constitutional Documents	Second Amended Articles
Governance Proposal A — Authorized Shares of Common Stock	MCAF Charter authorizes the issuance of up to 30,000,000shares of common stock, par value $0.0001 per share.	The Second Amended Articles authorize 5,000,000,000shares, consisting of (1) 4,000,000,000 Class A ordinary shares of a par value of US$0.00001 each, each is entitled to one vote, (2) 1,000,000,000 Class B ordinary shares of a par value of US$0.00001 each, each is entitled to fifteen votes.
Governance Proposal B — Provisions Applicable to Blank Check Companies	Under the MCAF Charter, Article VI sets forth various provisions related to MCAF’s operation as a blank check company prior to the consummation of an initial business combination.	The Second Amended Articles does not include these blank check company provisions.
Governance Proposal C — Exclusive Forum	MCAF Charter adopts Delaware as the exclusive forum for certain stockholder litigation.	Second Amended Articles adopts Cayman Islands as the exclusive forum for certain shareholder litigation.
Governance Proposal D — Dual Class	MCAF Charter provides that holders of shares of MCAF Common Stock are entitled to cast one vote per share of MCAF Common Stock, on each matter properly submitted to the MCAF stockholders entitled to vote.	Second Amended Articles provides that holders of Pubco Class A Ordinary Shares will be entitled to cast one vote per Pubco Class A Ordinary Share, and holders of Pubco Class B Ordinary Shares will be entitled to cast fifteen votes per Pubco Class B Ordinary Share, on each matter properly submitted to the Pubco shareholders entitled to vote.

140

Reasons

Governance Proposal A — Authorized Shares of Common Stock

The greater number of authorized shares of capital stock is desirable for Pubco to have sufficient shares to issue the Merger Consideration in the Business Combination and have enough additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits and to issue upon exercise of equity grants currently outstanding or made under the 2023 Equity Incentive Plan.

Governance Proposal B — Provisions Applicable to Blank Check Companies

The elimination of certain provisions related to MCAF’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Second Amended Articles does not include the requirement to dissolve the combined entity after a certain time period and allows it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for corporations, and the Board believes it is the most appropriate period for the post-combination company following the Business Combination. In addition, certain other provisions in MCAF Constitutional Documents require that proceeds from MCAF IPO be held in the trust account until a business combination or liquidation of MCAF has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the Second Amended Articles.

Governance Proposal C — Exclusive Forum

The Second Amended Articles also provides for an exclusive forum provision for certain shareholder litigation, which is consistent with the provision contained in the MCAF Constitutional Documents, except that the exclusive forum will be changed from the State of Delaware to the Cayman Islands. Adopting the Cayman Islands as the exclusive forum for certain shareholder litigation is intended to assist Pubco in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. The Board believes that the Cayman Islands courts are best suited to address disputes involving such matters after the Business Combination, given that Pubco was incorporated in the Cayman Islands. The Cayman Islands exclusive forum provisions will not apply to any proceedings, actions, claims or complaints however so called, which rely on the provisions of the Securities Act or the Exchange Act, and, in relation to which, such cause of action can only be determined by the courts within the United States of America, and the federal courts of the United States of America will have exclusive jurisdiction over such proceedings, actions, claims or complaints.

Adopting U.S. federal district courts as the exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act is intended to assist the Pubco in resolving such disputes in a consistent manner with greater uniformity of procedures and precedents. The ability to require such claims to be brought within a single judicial system will help to assure consistent consideration of the issues, encourage consistent application of a relatively known body of case law and perceived level of expertise. The Board believes that the U.S. federal district courts are best suited to address disputes involving actions arising under the Securities Act given that the Securities Act is promulgated by the federal government. This provides shareholders and the post-combination company with more predictability regarding the outcome of disputes arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the enforceability of the exclusive forum provision in the Second Amended Articles is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.

Governance Proposal D — Dual Class

As a result of the dual class share structure and the concentration of ownership, holders of Pubco Class B Ordinary Shares have substantial influence over Pubco’s business. The board of directors of Pubco believes that the dual class share structure is prudent because the dual class share structure was negotiated by Pubco’s board of

141

directors in the negotiations with respect to the Business Combination, and enables Mr. Qun Lu, the founder and Chief Executive Officer of Pubco to maintain his visionary leadership of Pubco and execute on Pubco’s long-term strategy while helping alleviate short term market pressure on Pubco. Upon consummation of the Business Combination, the Founders will in the aggregate be the sole beneficial owners of Pubco Class B Ordinary Shares. Upon any sale, transfer, assignment or disposition of Pubco Class B Ordinary Shares by any Founder to any person or entity which is not an affiliate of such Founder, such Pubco Class B Ordinary Shares shall be automatically and immediately converted into the same number of Pubco Class A Ordinary Shares. This dual class share structure provides Mr. Qun Lu with the ability to control the outcome of matters requiring shareholder approval, which also provides Pubco with flexibility to employ various financing and transaction strategies involving the issuance of equity securities, while maintaining his control.

Vote Required for Approval

Each of the Governance Proposals, each of which is a non-binding vote, assuming that a quorum is present at the Special Meeting, will be approved only if holders of at least a majority of the issued and outstanding shares of MCAF Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting vote “FOR” each of the Governance Proposals. Accordingly, a stockholder’s failure to vote online during the Special Meeting or by proxy, a broker non-vote or an abstention will be considered a vote “AGAINST” each of the Governance Proposals.

As discussed above, the Governance Proposals are advisory votes and therefore are not binding on MCAF or our Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, the Second Amended Articles will be the charter of the Pubco upon consummation of the Business Combination.

The Initial Stockholders have agreed to vote any shares of MCAF Common Stock owned by them in favor of the Governance Proposals.

Board Recommendation

The Board of MCAF recommends a vote “FOR” adoption of each of the Governance Proposals under Proposal Two.

142

PROPOSAL THREE — 2023 PLAN PROPOSAL

Overview

We are seeking shareholder approval for the CH AUTO Inc. 2023 Equity Incentive Plan (the “Pubco 2023 Plan”), which shall be adopted by Pubco immediately after the completion of the Business Combination. The Pubco 2023 Plan provides for the issuance of up to five percent (5%) of the Pubco Class A Ordinary Shares to be issued and outstanding immediately after the closing of the Business Combination on an as-converted basis.

Approval of the Pubco 2023 Plan will allow Pubco to provide equity awards as part of its compensation program, an important tool for motivating, attracting and retaining talented employees and for creating shareholder value. Non-approval of the Pubco 2023 Plan may compel Pubco to significantly increase the cash component of employee compensation following the completion of the Business Combination to attract and retain key employees, which could therefore reduce its operating cash flow.

The Board of MCAF believes that long-term incentive compensation programs align the interests of management, employees and shareholders to create long-term shareholder value. Equity plans such as the Pubco 2023 Plan increase Pubco’s ability to achieve this objective, and, by allowing for several different forms of long-term incentive awards, helps Pubco recruit, reward, motivate, and retain talented personnel. The board of directors of Pubco believes that the approval of the Pubco 2023 Plan is essential to Pubco’s continued success, and in particular, its ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which Pubco will compete. Equity awards are also crucial to Pubco’s ability to motivate employees to achieve its goals.

The following is a summary of certain terms and conditions of the Pubco 2023 Plan. This summary is qualified in its entirety by reference to the Pubco 2023 Plan, which is attached to this proxy statement/prospectus as Annex G. You are encouraged to read the entirety of the Pubco 2023 Plan.

Summary of the Pubco 2023 Plan

Types of awards.The Pubco 2023 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by Pubco’s board of directors or compensation committee of the board, or the committee.

Authorized Shares.The Pubco 2023 Plan provides for the issuance of up to five percent (5%) of the Pubco Class A Ordinary Shares to be issued and outstanding immediately after the closing of the Business Combination on an as-converted basis. Class A Ordinary Shares issued pursuant to awards under the Pubco 2023 Plan that are forfeited or cancelled or otherwise expired, will become available for future grant under the Pubco 2023 Plan. The shares that are tendered by a participant of the Pubco 2023 Plan or withheld by Pubco to pay the exercise price of an option or to satisfy the participant’s tax withholding obligations in connection with an award shall not be added back to the limit of the Pubco 2023 Plan. During the term of the Pubco 2023 Plan, Pubco will at all times reserve and keep available a sufficient number of Class A Ordinary Shares available for issue to satisfy the requirements of the Pubco 2023 Plan.

Plan administration.Pubco’s board of directors or the committee administers the Pubco 2023 Plan. The board or the committee determines, among other things, the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.

Award agreement.Awards granted under the Pubco 2023 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or service terminates, and the board of directors of Pubco’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

Eligibility.Pubco may grant awards to its employees, directors and consultants.

Vesting schedule.In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.

143

Exercise of awards.The exercise price per share subject to an option is determined by the plan administrator and set forth in the award agreement, which may be a fixed price or a variable price related to the fair market value of the shares. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant.

Transfer restrictions.Awards may not be transferred in any manner by the eligible participant other than in accordance with the limited exceptions, such as transfers to Pubco or its subsidiary, transfers to the immediate family members of the participant by gift, the designation of a beneficiary to receive benefits if the participant dies, permitted transfers or exercises on behalf of the participant by the participant’s duly authorized legal representative if the participant has suffered a disability, or, subject to the prior approval of the plan administrator or Pubco’s executive officer or director authorized by the plan administrator, transfers to one or more natural persons who are the participant’s family members or entities owned and controlled by the participant and/or the participant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are the participant and/or the participant’s family members, or to such other persons or entities as may be expressly approved by the plan administrator, pursuant to such conditions and procedures as the plan administrator may establish.

Termination and amendment.Unless terminated earlier, the Pubco 2023 Plan has a term of ten years. Pubco’s board of directors may terminate, amend or modify the plan, subject to the limitations of applicable laws. However, no such action may adversely affect in any material way any award previously granted without prior written consent of the participant.

Vote Required for Approval

Approval of the 2023 Plan Proposal requires the affirmative vote of holders of a majority of the shares of MCAF Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Adoption of Pubco 2023 Plan is dependent upon the adoption of the Business Combination Proposal.

Board Recommendation

The Board of MCAF unanimously recommends that its shareholders vote “FOR” the approval of the 2023 Plan Proposal.

144

PROPOSAL FOURTHE NTA REQUIREMENT AMENDMENT PROPOSAL

PROPOSAL 4: THE NTA REQUIREMENT AMENDMENT

This is a proposal to amend (the “NTA Requirement Amendment”) the MCAF Amended and Restated Certificate of Incorporation (the “Charter”) to delete Article SIXTH D from the Charter, which provides: “The Corporation will not consummate any Business Combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination”). All stockholders are encouraged to read the proposed NTA Requirement Amendment in its entirety for a more complete description of its terms. A copy of the proposed NTA Requirement Amendment is attached hereto as Annex H.

The NTA Requirement

Article SIXTH D. of the Charter currently provides the following, “The Corporation will not consummate any Business Combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination” (the “NTA Requirement”). The purpose of this article was to ensure that, in connection with its initial business combination, MCAF would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). In view of the pro forma financial information of the Combined Entity, it appears that the Combined Entity may not be able to satisfy the NTA Rule. Accordingly, MCAF is proposing to amend its Charter to delete Article SIXTH D. We note that the Combined Entity can avoid compliance with the provisions of Rule 419 by either satisfying the NTA Rule or by having its securities listed on a national securities exchange like The Nasdaq Stock Market (the “Exchange Rule”).

Rule 419 blank check companies and “penny stock” issuers

As disclosed in MCAF’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, MCAF may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically, SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. Like many SPACs, MCAF included Article SIXTH D. in its Charter, in order to ensure this through the consummation of its initial business combination. However MCAF could also avoid being considered a penny stock issuer and therefore not a blank check company if it satisfies the requirements of the Exchange Rule.

Reliance on Rule 3a51-1(a)(2).

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria set forth in the Exchange Rule. MCAF’s securities are listed on the Nasdaq Stock Market and have been so listed since the consummation of the IPO. MCAF believes that the Nasdaq Stock Market has initial listing standards that meet the criteria identified in the Exchange Rule and that it and the Combined Entity can therefore rely on the Exchange Rule to avoid being treated as a penny stock.

Reasons for the Proposed NTA Requirement Amendment

MCAF believes that it and the Combined Entity can rely on other available exclusions from the penny stock rules, more specifically, the Exchange Rule, that would not impose restrictions on MCAF’s net tangible assets. While MCAF does not believe this failure to satisfy the NTA Requirement subjects it to the SEC’s penny stock rules, as the NTA Requirement is included in its Charter, if the NTA Requirement Amendment proposal is not approved, MCAF may not be able to consummate its initial business combination. In the event the NTA Requirement Amendment is approved, then the Company that will not be required to maintain minimum net tangible assets in order to complete a

145

business combination. MCAF is asking its stockholders to vote on the NTA Requirement Amendment Proposal now, because, based on the pro forma financial statements of the Combined Entity, the Combined Entity may not be able to satisfy the NTA Rule. Therefore, MCAF intends to rely on the Exchange Rule to not be deemed a penny stock issuer.

If the NTA Requirement Amendment Proposal is approved and Pubco does not satisfy the NTA Rule, then, if Pubco is not able to list its Class A Ordinary Shares on Nasdaq, Pubco’s Class A Ordinary Shares would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. If Pubco’s Class A Ordinary Shares were to trade on the over-the-counter market, selling Pubco’s Ordinary Shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for Pubco; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for Pubco’s Ordinary Shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for Pubco.

If the NTA Requirement Amendment Proposal is approved, there can be no guarantee that the Pubco will have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination. Accordingly if the NTA Requirement Amendment Proposal is approved, then the Business Combination can close even though Pubco does not have may net tangible assets of at least $5,000,001 immediately following the closing. Having net tangible assets of less than $5,000,001 is not as good as having net tangible assets of at least $5,000,001. As disclosed in the pro forma financial statements for the Combined Entity herein, the Combined Entity will not have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination. Notwithstanding the foregoing, we do not expect the approval of the NTA Requirement Amendment Proposal to have a material adverse effect on Pubco’s cash position following the closing of the Business Combination. It is anticipated that following the Business Combination Pubco can and will be financed with cash flow from operations and equity and debt financings.

Vote Required

Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding common stock, including the Founder Shares, will be required to approve the NTA Requirement Amendment proposal. The approval of the NTA Requirement Amendment is essential to consummate our initial business combination. Notwithstanding stockholder approval of the NTA Requirement Amendment, our board will retain the right to abandon and not implement the NTA Requirement Amendment at any time without any further action by our stockholders.

Our board has fixed the close of business on September29, 2023 as the record date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE NTA REQUIREMENT AMENDMENT PROPOSAL.

146

PROPOSAL FIVE — ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to MCAF’s stockholders in the event that based upon the tabulated vote at the time of the Special Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Governance Proposals, the 2023 Plan Proposal and the NTA Requirement Amendment Proposal. In no event will the Board adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under its Certificate of Incorporation and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by MCAF’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other proposal.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of MCAF Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

Recommendation of the Board of Directors

The Board of MCAF unanimously recommends that its stockholders vote “FOR” the approval of the adjournment proposal.

147

CH-AUTO TECH’S BUSINESS

References in this section to “we,” “our,” “us,” “the Company” or “CH-Auto Technology” generally refer to CH-Auto Technology Corporation Ltd. and its PRC Subsidiaries.

Overview

We design, develop, manufacture and sell fully electric vehicles and vehicle components and offer automotive design services to major auto brands. We are among the 16 automobile manufacturers in China that have obtained the “dual qualifications” (i.e., registration with the NDRC for new energy passenger vehicle production and qualification for automobile manufacturing enterprises approved by the MIIT) for manufacturing EVs, as of the date of this proxy statement/prospectus. We also own our sales and sell our EVs directly to customers through our online platforms. We focus on lightweight materials, affordable customization, user safety and EV performance when we design and manufacture our products. We strive to create an affordable and enjoyable driving experience for our customers.

Our automotive design experience can be traced back to 2003, when our core management team started the automotive design service through Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd. Our executive team has led the development of numerous automobile models for major mainstream Chinese auto brands, such as Geely, Chery, FAW and GAC.

With a decade of operations, we accumulated a rich repertoire of proprietary technologies and industry know-how, and established a self-owned EV brand, Qiantu, in 2015. We released our first EV model K50, a luxury all-electric super sports car, in 2018 and our second EV model K20, an affordable urban EV, in June 2022. Below is a summary of these three EV models’ key features.

•K50, a two-seater, all-electric, all-wheel drive super sports car, was our first vehicle model released in 2018, featuring high-performance motoring and lightweight technology and designed to bring exceptional sports car driving experiences. K50’s twin-motor design delivers extraordinary acceleration capability with a maximum speed of approximately 200 kilometers per hour, enabling it to accelerate from zero to 100 kilometers per hour in less than 4.6 seconds. As of the date of this proxy statement/prospectus, we have sold 138 K50s.

•K20, released in June 2022, is a small-size, two-seater hatchback specially targeting urban middle-class consumers, who we believe have strong purchasing power. K20 has an all-aluminum body structure and features modern designs with a sports car proportion. As of the date of this proxy statement/prospectus, we have received approximately 32,000 non-binding pre-orders for the K20.

•K25, our next vehicle model, is a four-seater hatchback with high mechanical performance similarly targeting urban middle-class consumers who require more space.

After the consummation of the Business Combination and Pubco’s securities become publicly traded, Pubco intends to promptly conduct follow-on offering of its securities, and the proceeds from such follow-on offering will be used to fund the operations of CH-Auto Technology. See “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination — CH-Auto Technology Corporation Ltd.” for details on our funding plan to resume volume manufacturing of K50 and commence volume manufacturing of K20.

148

In addition to the upcoming K25, we plan to release another two vehicle models in the next three years. The following image illustrates the time of release of our EV models and the expected release time of our future EV models.

We believe that our advanced technologies allow us to develop vehicles capable of delivering an unparalleled customer experience at an affordable price. Specially, our lightweight body technology allows us to utilize lightweight materials not commonly used in automobile manufacturing, such as aluminum alloy and carbon fiber composite materials. We believe this lightweight body technology will greatly reduce the manufacturing complexity and battery consumption for the same driving range. Our vehicle design and development technologies allow flexible and affordable customization based on customer demand. Moreover, our self-developed Frame Shell technology enables us to expedite new model design and development in response to customer preferences, and to lower the cost and our research and development expenses. Furthermore, we have developed thermostat battery technology, which can achieve effective thermal management and performance stability even under extreme weather conditions. As of December31, 2022, we have registered 350 patents in relation to our thermostat battery technology.

We are one of the 16 manufacturers that have obtained the “dual qualifications” that are essential to manufacture EVs in China. Our manufacturing strategy focuses on quality and efficiency. With our lightweight body technology, we have streamlined our manufacturing technique from the traditional four steps of stamping, welding, painting and assembly to, simply two steps of vehicle body structuring and assembly, which we anticipate will reduce the capital costs for EV manufacturing. Our asset-light manufacturing model, together with our advanced technologies, allow us to achieve cost-effective vehicle production and realize increases in the gross profit margin of our vehicles.

We own our sales. Different from traditional automakers selling cars mainly through third-party dealership, we sell our products directly to customers through our online platforms. We focus on online customer acquisition and digitalization of customer interactions. Specifically, we launch online marketing campaigns to generate sales leads and then convert these leads to registered users in our official website and WeChat official account, based on which, we establish a user behavior model, record and analyze the conversion efficiency of each user from lead to registration, and to transaction. Meanwhile, we also maintain our offline sales network in major cities in China so that interested buyers can easily test drive our cars in their neighborhood.

Our management team has years of technical and management experience working at well-known OEMs. Their in-depth expertise in the automotive industry enables them to provide execution certainty and efficiency. We believe their expertise, combined with innovative minds and strong technology background, will lead us to prevail in competition.

We started to face a cashflow shortage in the end of 2019 and the COVID-19 crisis also further exacerbated our cash flow position. Consequently, although we continued to operate our automotive design business, we temporarily halted our EV production in 2020 and 2021, while at the same time, focused on optimizing our operations and developing our new vehicle models, K20 and K25. Our total net revenue was US$6.5million and US$9.0million in 2021 and 2022, respectively. We incurred a net loss of US$67.6million and US$130.1million in 2021 and 2022, respectively.

149

Our Competitive Strengths

We believe that we are well-positioned to capture market opportunities in China for the following reasons.

Technology-empowered vehicle designs with enhanced cost- and energy-efficiency

We provide technology-empowered EVs to create a more enjoyable driving experience for customers. Our current EV models include K20 and K50. K20 is a small-size, two-seater hatchback specially targeting urban middle-class consumers, who we believe have strong purchasing power. K20 has an all-aluminum body structure and features modern designs with a sports car proportion. K50, a luxury two-seater, all-electric, all-wheel drive super sports car, features high-performance motoring and lightweight technology and is designed to bring exceptional sports car driving experiences. K50’s twin-motor design delivers extraordinary acceleration capability. With a peak torque of approximately 580Nm, K50 can accelerate from zero to 100 kilometers per hour in less than 4.6 seconds and has a maximum speed of approximately 200 kilometers per hour. Both K20 and K50 feature in-house developed and patented thermostat battery technology and adopt pre-cooling, pre-heating and insulation technologies to achieve effective thermal management, which helps extend battery longevity, improve the charge-discharge performance and cruising range of batteries at low temperatures, and enhance battery safety and avoid thermal runaway.

K20 and K50 incorporate our lightweight body technology, which we believe is the key to enhanced cost- and energy-efficiency. Our lightweight body technology features the use of lightweight materials not commonly used in automobile manufacturing to achieve the desired balance of cost, safety, strength, weight and repairability. The number of parts and components in an aluminum body structure is less than those in a steel body structure, which reduces production time and expediate the overall production pace. Additionally, the aluminum alloy mechanical structure formed by cold bonding processes, combined with the adoption of carbon fiber composite materials, can achieve weight reduction. We use carbon fiber composite for vehicle panels and covers, which can increase its central bending and plate stiffness and improve the touch-and-feel, while reducing vehicle weight. The combination of the two materials enables our vehicles to achieve weight reduction, while maintaining body strength and durability. We believe such lightweight designs reduce energy consumption for the same driving range, which decreases the units of battery mounted in our vehicles, thereby contributing to lowered sales prices of our vehicles. With our lightweight body technology, we have streamlined our manufacturing technique from the traditional four steps of stamping, welding, painting and assembly to two steps of vehicle body structuring and assembly, which we anticipate will reduce the capital cost for EV manufacturing. Moreover, our adoption of aluminum body structure eliminates anti-erosion painting processes, which improves our production efficiency and saves costs. By improving the cost- and energy-efficiency of our EVs, we believe we can make the purchase and daily usage of EVs more affordable for our customers.

Customer focused vehicle design and development

Our vehicle design and development are guided by customer demands. Recognizing needs of urban middle-class to express individuality, we have adopted vehicle design and manufacturing techniques that allow flexible and affordable customization. The use of carbon fiber composite for vehicle panels and covers enable us to more conveniently customize the exterior designs of our vehicles according to customer specifications. Moreover, we have developed our proprietary Frame Shell technology, through which we design vehicle internal structure separately from exterior panels, so as to lower design and engineering cost, facilitate vehicle iteration and development, allow for flexible exterior design customization without affecting the internal drive units, and to better meet customer demands for personalized vehicle looks.

We continue to introduce new models and iterations to adapt to market development. For example, our next vehicle model, K25, is a four-seater hatchback with high mechanical performance similarly targeting urban middle-class consumers who require more space. In addition to K25, we plan to roll out another two new models, K55, which will be our first business electric coupé, featuring coach door and innovative and comfortable seat designs and autonomous driving capabilities, and K70, which will be an all-electric dual-use vehicle model, compatible for family and business usages. By ensuring high speed to market and prompt responsiveness to customer needs, we believe we can enhance our competitiveness in the market.

150

Integrated online and offline vehicle sales and delivery

We own our sales. Different from traditional automakers selling cars mainly through third-party dealerships, we sell our products directly to customers through our online platforms. We have developed an integrated online and offline sales model to access more potential customers and enhance brand image with our online marketing campaigns, connect with customers using online portals and perform vehicle delivery with our offline brand store and sales partners. We primarily utilize short videos and live streaming sessions to conduct marketing campaigns, which are infused with virtual reality elements to cost-effectively attract our target audience and generate sales leads. We convert these leads to registered users in our WeChat official account, based on which we establish a user behavior model, record and analyze the conversion efficiency of each user from lead to registration, and to transaction. With fully digitalized processes and continuous data-driven optimization, we expect to achieve higher efficiency in sales and marketing than automakers that rely on traditional third-party dealerships to reach customers.

We have established our offline sales network, so that interested buyers can easily test drive our vehicles in their neighborhood. Compared with incumbent automakers’ dealership model in China, we believe our sales network is more efficient due to a shortened decision-making process and fewer potential conflicts of interests. We believe such improved sales and marketing efficiency will result in comparatively lower sales and marketing expense, allowing us to achieve improved profitability.

Advanced technologies and manufacturing techniques

We have a strong team of in-house research and development personnel located in Beijing. As of December31, 2022, we had 69 full-time employees engaged in research and development, accounting for 22.6% of our total number of employees. Members of our research and development team have many years of industry experience in their respective fields, and many of them were previously with leading global automakers. As of December31, 2022, we had registered 1,319 patents, 40 trademarks and 30 software copyrights in China and overseas jurisdictions.

Leveraging our research and development capability accumulated from our provision of vehicle design services to automakers, we have developed our proprietary vehicle and battery design technologies and subsequently applied such technologies to our vehicle models. For example, our self-developed lightweight body technology features the use of lightweight materials, which are aluminum alloy and composite materials, to achieve the desired balance of cost, safety, strength, weight and repairability, while reducing production time and manufacturing complexity. We have also pioneered a thermostat battery technology and adopted pre-cooling, pre-heating and insulation technologies to achieve effective thermal management, which helps extend battery longevity, improve the charge-discharge performance and cruising range of batteries at low temperatures, enhance battery safety and avoid thermal runaway, and reduce the possibility of battery decay. Our Frame Shell technology allows us to design our vehicles’ internal structures separately from exterior panels, which lowers design and engineering cost, facilitates vehicle iteration and development, and allows for flexible exterior design customization. Based on Frame Shell technology, we have further developed small car design platform and large car design platform to enable tailored design and development for different vehicle types. In addition, we have also developed accurate installation technology, mirror surface technology, super boost technology and dynamic torque technology to ensure the reliability and high performance of our vehicles.

We have established a tech-enabled and automated manufacturing plant in Suzhou. We are one of the 16 manufacturers in China that have the “dual qualification” needed to manufacture EVs, which are registration with the NDRC for new energy passenger vehicle production and qualification for automobile manufacturing enterprises approved by the MIIT. We have streamlined our manufacturing technique from the traditional four steps to simply two steps, which we anticipate will reduce the capital cost for EV manufacturing. As a result of the more advanced production process and asset-light manufacturing model, investments needed in our production lines are lower than those needed for traditional automotive production lines, allowing us to achieve cost-effective vehicle production and realize increases in the gross profit margin of our vehicles.

151

Our assembly workshop features great assembly flexibility to accommodate various assembly requirements from various specifications. It possesses a highly automated and digitalized safety testing system to analyze and record the testing results, and the system can be efficiently reconfigured to manufacture new vehicle models while avoiding the costly downtime of equipment. In this way, we effectively save capital investment and reduce production cost. In addition, we take pride in our highly digitalized and automated production lines which support real time monitoring and calibration to allow us to quickly respond to product changes and minimize errors for better quality management and speed to market.

Management team of experienced auto industry veterans

Our founders and senior management team have intensive technical, engineering and management expertise in the technology and automotive industries. The combination of technology and automotive expertise equips us with an innovative mindset, and we take a non-conventional approach to our products and technologies that we believe bring differentiated experience and premium product quality to our customers. We are led by a management team consisting of industry veterans with an average of over two decades of experience serving executive positions in global automotive companies and emerging NEV companies, and have accumulated abundant business network in the upstream and downstream of the automotive industry. They set out to build our company with a global vision, contributing to our robust international expansion plan. Our team of industry experts has led us to build vehicles of high safety standards and optimal performance, achieving strong operational efficiency and minimizing execution risks.

Our Strategies

We intend to grow our business using the following key strategies.

Continue to innovate technologies and become a global one-stop EV solution provider

We aim to continue to devote resources to further innovate our technologies. Specifically, we intend to further refine our lightweight body technology by improving the structure and manufacturing technique of aluminum alloy to reduce the number of vehicle components, and extending the application of carbon fiber composite from vehicle panels to structural components. We also plan to develop our next-generation battery pack with an improved safety profile, higher battery density and lower production costs. Moreover, we intend to integrate the information technology system of our vehicles with 5G technology to develop vehicle information system to allow information exchange and better and safer driving experiences.

With enhanced technological capabilities, our vision is to become a global one-stop EV solutions provider that not only markets and sells EVs but also offers comprehensive design, technology and manufacturing solutions to global automakers, so as to enable the further development of the EV industry.

Expand product offering with more affordable customization options

We expect to expand our product offering by leveraging our Frame Shell technology, and we plan to curate a product portfolio that comprises economy, mid-range and luxury vehicles, addressing all market segments and offering EVs of various price ranges for different consumer groups. Specifically, among our existing and planned models, our K20 and K25 are our economy vehicle models, K70 is a mid-range model, and K50 and K55 target luxury vehicle users. In addition to continuously releasing new vehicle models and upgrades, we also expect to leverage our highly compatible platform and lightweight body technology to offer more affordable customization options for our customers. We believe the adoption of lightweight materials reduces difficulty of manufacturing customized exterior structure and designs and makes vehicle customization more affordable for our customers.

Expand our self-owned sales network through our integrated online and offline sales model

We plan to optimize our sales and marketing efficiency by leveraging our integrated online and offline sales model. We will continue to strengthen our digitalized processes to integrate and connect all stages of the vehicle sales to achieve higher efficiency in sales and marketing than automakers that rely on third-party dealerships to reach and serve customers. In addition, we plan to expand to broader regions across China to reach new prospective customers, by opening direct stores and developing more sales partners to serve as on-the-ground outposts for customer outreach.

152

Enhance our manufacturing capabilities

We intend to enhance the manufacturing capabilities to timely deliver K20, K25, K50 and our future vehicle models. We are currently in the process of constructing production lines for our K20 model in our Suzhou Plant. To the extent that the manufacturing capacity of our Suzhou Plant is insufficient to deliver customer orders, we plan to engage original equipment manufacturers with comparable manufacturing capability for our vehicle production in the future.

Continue to implement corporate social responsibilities

We aim to continue to implement our corporate social responsibilities by ensuring the environmental-friendliness of our vehicle production processes and fulfilling our corporate responsibilities. We seek to minimize our environmental impact by adopting environmentally sustainable technologies. Specifically, we plan to further implement and promote our lightweight body technology and adopt lightweight materials, such as colored plastics, for vehicle wrapping to replace vehicle painting process, which, traditionally, produces the most pollutants during vehicle manufacturing.

Our Vehicles

We design, develop, manufacture and sell EVs primarily in China. In 2018, we released our first EV model, K50. As of the date of this proxy statement/prospectus, we have manufactured 209 and sold 138 K50s. We released a new EV model, K20, in June 2022. K20 is a two-seater all-electric sports car, catering to the interest of urban middle-class consumers. As of the date of this proxy statement/prospectus, we have received approximately 32,000 non-binding pre-orders for K20. Our next vehicle model, K25, is a four-seater hatchback with high mechanical performance similarly targeting urban middle-class consumers who require more space.

K20

K20 is a small-size, two-seater hatchback specially targeting urban middle-class consumers in China. K20 has an all-aluminum body structure and features modern designs with a sports car proportion. Incorporating our twin-motor design and proprietary battery technologies, K20 is able to accelerate from zero to 100 kilometers per hour in 4.7 seconds and has a maximum speed of approximately 180 kilometers per hour. We adopt smart in-car infotainment system to provide users with sufficient vehicle information to better understand the vehicle dynamics. Drivers can choose from various driving modes, including a racing mode. In addition, we have incorporated display interactive system, in-car voice control system and autonomous driving capabilities, delivering safe and enjoyable driving experiences for our customers. We believe these designs will offer customers a more joyful cruising experience at affordable price, and the estimated selling price range for K20 is RMB86,800 (US$13,621) to RMB148,800 (US$23,350). The prototype of K20 was released to the public in 2018, and we officially released K20 in June 2022. As of the date of this proxy statement/prospectus, we have received approximately 32,000 non-binding pre-sale orders for K20.

The following diagram sets forth key features of K20.

Length/Width/Height (mm)	3,741/1,624/1,263
Weight (kg)	700-780
Wheelbase (mm)	2,326
Drive range (km)	500 (NEDC)(1)
Battery capacity (kWh)	39
Battery energy density (Wh/kg)	180
Electricity consumption (kWh/100 km)	7.8
0 – 100 km/h acceleration (s)	4.7 seconds
Maximum torque (Nm)	130/180
Maximum motor power (kW)	70/90
Autonomous driving capabilities	L2.5

____________

(1)Drive range results are based on NEDC’s standard test procedure. No test can simulate all “real world” driving conditions. Actual on-road electricity consumption may vary due to factors such as traffic conditions, vehicle conditions and load.

153

The following image illustrates our K20 model.

K25

Our next vehicle model, K25, is a four-door, four-seater hatchback with high mechanical performance and boasts a lightweight and futuristic design, featuring carbon fiber-reinforced polycarbonate and a one-piece headlight design. K25 is our first four-seater vehicle model to complement our vehicle portfolio.

The following diagram sets forth key features of K25.

Length/Width/Height (mm)	4,100×1,610×1,290
Weight (kg)	900 (maximum)
Wheelbase (mm)	2,650
Battery capacity (kWh)	52
Battery energy density (Wh/kg)	180 (minimum)
Electricity consumption (kWh/100 km)	8.9
0 – 100 km/h acceleration (s)	5.2 seconds
Maximum torque (Nm)	130/180
Maximum motor power (kW)	70/90
Autonomous driving capabilities	L2.5

The following images illustrate our K25 model.

154

K50

K50 is a luxury two-seater, all-electric, all-wheel drive super sports car, featuring high-performance motoring and lightweight body technology, designed to bring exceptional sports car driving experiences.

K50’s twin-motor design delivers extraordinary acceleration capability. With a peak torque of approximately 580Nm, K50 can accelerate from zero to 100 kilometers per hour in less than 4.6 seconds and has a maximum speed of approximately 200 kilometers per hour. K50 features in-house developed and patented battery pack technology and incorporates thermal management functions centrally controlled by our proprietary electric control system, which increases battery durability and improves safety profile.

The following table sets forth key parameters of K50.

Length/Width/Height (mm)	4,634/2,069/1,253
Weight (kg)	1,960
Wheelbase (mm)	2,650
Drive range (km)	380 (NEDC)(1)
Battery capacity (kWh)	78.84
Battery energy density (Wh/kg)	134.35
Electricity consumption (kWh/100 km)	19.9
0 – 100 km/h acceleration (s)	4.6
Maximum torque (Nm)	290/290
Maximum motor power (kW)	140/140
Post-subsidy price	RMB686,800 (US$107,774)

____________

(1)Drive range results are based on NEDC’s standard test procedure. No test can simulate all “real world” driving conditions. Actual on-road electricity consumption may vary due to factors such as traffic conditions, vehicle conditions and load.

K50 features a luxurious, all-carbon fiber body design with 16 color options and was one of the earliest EVs designed and manufactured in China with carbon fiber coverings. K50 also utilizes our proprietary lightweight body technology and incorporates an all-aluminum body structure, which achieves significant weight reduction and energy saving. See “— Our Technologies — Lightweight body technology” for details. The following image illustrates our K50 model.

Future models

We plan to release three new models and cover a full range of small- to full-size EV models in the next three years. In addition to K25, we are in the process of developing K55, our first business electric coupé, featuring coach door and innovative and comfortable seat designs and autonomous driving capabilities. K70, the other vehicle model currently

155

under development, is an all-electric dual-use vehicle model, compatible for family and business usages. K70 features customizable space layout, fold-out full-size bed, abundant built-in utilities, as well as high mechanical performance supported by its four-wheel drive design and autonomous driving capabilities.

Vehicle Deliveries

We started to deliver K50 in September 2018. The global outbreak of COVID-19 had negatively affected the delivery results of K50 in 2020, 2021 and 2022, as the pandemic not only disrupted the production of K50 and increased raw material and logistics costs, but also adversely affected customer demands for EVs. As a result, we delivered a limited number of K50 in 2020, 2021 and 2022. We have resumed production in November 2021, and in anticipation of order fulfillment requirements, we have set up a vehicle delivery center in Suzhou. In 2018, 2019, 2020 and 2021 and 2022, we manufactured68, 105,17,14, and two K50s, respectively, and delivered39,84, five, two and four K50s, respectively. We anticipate delivering 200 units of K50 if we can obtain at least US$55million either through public offering or private placement of our securities or through K50 orders’ deposits by the end of 2023. After the consummation of the Business Combination, Pubco intends to fund our operations, including the manufacturing and delivery of K20, through proceeds from public offering or private placement of its securities. See “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination — CH-Auto Technology Corporation Ltd.” for details on our funding plan to resume volume manufacturing of K50 and commence volume manufacturing of K20.

Our Vehicle Design Solutions

We provide one-stop automotive design and development solutions for EV and traditional automotive manufacturers, covering full vehicle design and development, component design, engineering design, technique analysis and trial production and testing. Our executive team has led the development of numerous automobile models for major mainstream Chinese auto brands, such as Geely, Chery, FAW and GAC. Our design and development process factors in the technologies, equipment and component supplies available to the relevant customer, so as to achieve fast and cost-effective vehicle production and launch for our customers. Leveraging almost two decades’ experience, we have developed a complete research and development system that receives the ISO9001 quality management certification and a comprehensive knowledge management system. To a lesser extent, we also manufacture and sell vehicle components to automakers. As of December31, 2022, we held 81 patents relating to our vehicle component manufacturing.

Our Technologies

We are committed to developing our core technologies in-house. We believe our core technology competencies, which include, among many others, our lightweight body technology, thermostat battery technology, accurate installation technology, mirror surface technology, super boost technology and dynamic torque technology, set us apart from our competitors. In addition, we have developed our proprietary Frame Shell technology, based on which we have developed two vehicle design platforms for small and large cars, which enables us to expedite new model development and releases in response to customer preferences and lowers cost and research and development expenses.

Lightweight body technology

Our lightweight vehicle design technology features the use of lightweight materials, which are aluminum alloy and composite materials, to replace the steel body structure of traditional vehicles and achieve the desired balance of cost, safety, strength, weight and repairability. Due to their high formability, aluminum alloy materials, through appropriate extrusion and casting, can be shaped into complex mechanical structure in one step, which we believe will greatly reduce the number of vehicle parts and vehicle body weights, thereby improving production efficiency and lowering manufacturing costs. Catering to the structural characteristics of various materials used in our vehicles, we apply different connection techniques, such as welding, flow drill screws and self-piercing riveting, and material reinforcement technologies to improve the manufacturing quality and reliability of our vehicles. We use carbon fiber composite for vehicle panels, which can increase vehicles’ central bending plate stiffness and improve touch-and-feel quality, while reducing vehicle weight compared to aluminum alloy materials. We independently developed our carbon fiber molding technology to save production cost and energy. Our adoption of both aluminum body structure and carbon fiber composite can achieve weight reduction for our vehicles, while maintaining body strength and durability. We believe such lighter weight designs reduce energy consumption for the same driving range, which decreases the units of battery mounted in our vehicles, thereby contributing to lowered sales prices of our vehicles. As of December31, 2022, we have registered 253 patents in relation to our lightweight body technology.

156

Thermostat battery technology

Leveraging years of experience in vehicle design and development, we have developed our standardized battery pack to be used in K20, K50 and our future vehicle models. Our standard battery pack can be assembled in varying number of units based on different sizes and weights of our vehicle models. Battery standardization simplifies problem diagnosis, reduces maintenance burdens and allows convenient battery replacements.

We have adopted pre-cooling, pre-heating and insulation technologies to achieve effective thermal management, which helps extend battery longevity, improve the charge-discharge performance and cruising range of batteries at low temperatures, enhance battery safety and avoid thermal runaway, and reduce the possibility of battery decay. Our battery can sustain normal functionality under a temperature range of below 30 degrees Celsius to 55 degrees Celsius.

Accurate installation technology

We utilize adjustable transition joints and technologies to guarantee the accurate installation of vehicle composite parts into the vehicle body. During the installation process, we scan composite parts and record measurement deviation, if any. We then locate such parts to the correct installation position and install the parts with robotic arms through adjustable transition joints, such as adjustable nuts, which ensures accurate installation of composite parts even if certain measurement deviations exist.

Mirror surface technology

We innovated the multiplayer composite material technology with the use of polycarbonate material, which forms optical surface and a super-strength structure. Such technology eliminates paint spray applications and is environmentally friendly. The super-strength structure renders our vehicles less prone to collision damage.

Super boost technology

We optimize performance of our vehicle machinery and battery by controlling temperature, capacity and other parameters of the motor battery through a vehicle control unit (“VCU”). Our super boost technology offers a launch control mode and allows for powerful straight-line acceleration suitable for auto racing.

Dynamic torque technology

To counteract vehicle understeer and oversteer, we developed our dynamic torque technology, which, with comprehensive algorithm controlling the VCU module, enables front and rear wheels to drive independently, and the motors can generate both driving forces and braking forces of the same strengths in opposite directions at the same time. The dynamic torque technology, compared with the traditional ESP system that applies reverse braking forces, has a lesser impact on vehicle speed and drivability.

Frame Shell technology

We have developed our proprietary Frame Shell technology to design our vehicles’ internal structures separately from exterior panels. The internal structure typically includes chassis, powertrain, battery pack, wheels and other structure components, and is drivable on its own. Such design features of Frame Shell technology can translate into lower design and engineering cost and faster iteration and development, and allows for flexible exterior design customization without affecting the internal drive units, so as to better meet customer demands for personalized vehicle looks. Moreover, the internal structures can be recycled for different vehicle models, which helps with issue-spotting and cost-saving for after-sales maintenance. Based on Frame Shell technology, we have further developed small car design platform and large car design platform to enable tailored design and development for different vehicle types. As we continue to grow and release new models, we believe we will derive significant benefits from our Frame Shell technology.

157

Following is an illustration of our Frame Shell technology as applied to K50 and K20, representing our large car model and small car model, respectively.

Our Services

We offer our customers a full suite of convenient services to serve our customers’ needs. Our services are generally available on and can be reserved through our mobile application, website and hotlines.

Our Charging Services

We offer charging services to meet our customers’ charging needs through a combination of private charging stations, public chargers and third-party charging services. We provide complimentary charging stations and installation services for our vehicle purchasers. Our vehicles are compatible with public charging stations in China.

After-Sales Services and Warranty

We provide efficient and convenient after-sales services both offline and online. At customers’ request, we, through our service providers, offer door-to-door services to perform regular check and other tasks that can be performed at customers’ site. Customers may also reserve through our website and hotlines to have our service specialists pick up the car, arrange for maintenance and repair services, and then return the vehicle to customers once the services are done. As of the date of this proxy statement/prospectus, we also have an offline service network covering 27 service centers across 22 cities in China that are available to address customers’ maintenance and repair needs.

For customers of K50, we offer (1) a five-year or 100,000-km warranty, and (2) an eight-year or 160,000-km warranty for critical components, such as battery pack, motors and electric control system. Customers may also elect to purchase our upgraded services, such as lifelong roadside assistance services and lifelong warranty services.

Other Value-Added Services

We cooperate with banks and connect them with customers who seek automotive financing solutions. We assist our customers in their application for financing, making the buying process easier. Through our arrangement with our partner banks, we believe we are able to assist our users in procuring financing on attractive terms.

Research and Development

We have a strong team of in-house research and development personnel located in Suzhou. As of December31, 2022, we had 69 full-time employees engaging in research and development, accounting for 22.6% of our total number of employees. Members of our research and development team have many years of industry experience in their respective fields, and many of them were previously with leading global automakers such as Chrysler, JEEP, Ford, Mercedes and Jaguar Land Rover. See “— Our Technologies” for more information on our research and development initiatives.

We have established our unique product development process, the Qiantu Process (the “QTP Process”), that caters to our business needs and integrates our company resources. Our QTP Process sets 10 key steps during the entire product development process and, based on project specifications, delineates the contents and forms of deliverables in each key step. Meanwhile, our complimentary internal coordination, review and decision-making mechanisms serve to ensure the orderliness and efficiency of our product development processes.

158

Manufacturing, Supply Chain and Quality Control

Manufacturing

We currently manufacture K20 and K50 in our plant located in Suzhou, Jiangsu Province (the “Suzhou Plant”), where we believe it can capitalize on the well-developed supply chain of the automotive parts and components as well as a vast pool of automobile and tech talents in the vicinity of the Yangtze River Delta.

With our lightweight body technology, we have streamlined our manufacturing technique from the traditional four steps of stamping, welding, painting and assembly to simply two steps, i.e., vehicle body structuring and assembly, which we anticipate will reduce the capital cost for EV manufacturing. Specifically, our adoption of aluminum body structure eliminates anti-erosion painting processes, which improves our production efficiency, saves costs and is more environmentally friendly. As a result of the more streamlined production process and our asset-light manufacturing model, investments needed in our production lines are lower than those needed for traditional automotive production lines, allowing us to achieve cost-effective vehicle production and realize increases in the gross profit margin of our vehicles.

Our Suzhou Plant currently has four workshops, i.e., aluminum alloy processing workshop, welding workshop, assembly workshop and carbon fiber production and pre-assembly workshops. The Suzhou Plant is designed to have an annual production capacity of 50,000 units. The assembly workshop features great flexibility to accommodate various assembly requirements from various specifications. It possesses a fully automated and digitalized safety testing system to analyze and record the testing results automatically. We have adopted strict production protocols and quality assurance measures throughout the manufacturing process. We have received “dual qualifications” from the National Development and Reform Commission of PRC for new energy passenger vehicle production and from the Ministry of Industry and Information Technology as a qualified automobile manufacturing enterprise. As of December31, 2022, the Suzhou Plant had 50 workers working on the manufacturing lines. Our Suzhou Plant currently has an annual production capacity for vehicle assembly of 50,000 units and for welding of 15,000 units for our K50 vehicles, and we are in the progress of constructing production lines in our Suzhou Plant for our K20 model, which has an estimated annual production capacity for vehicle body assembly of 64,000 to 96,000 units and for welding of 48,000 to 72,000 units.

The Company currently continues its efforts to raise capital for its business on reasonable terms through additional equity offerings or debt financing or additional bank facilities. And after the consummation of the Business Combination and Pubco’s securities become publicly traded, Pubco intends to promptly conduct follow-on offering of its securities. We intend to fund the operations of the Company, mainly the volume manufacturing and delivery of K50 and K20, through raising US$55 million to US$205 million proceeds from public offering or private placement of its securities.

Capital investment required of resuming K50 volume manufacturing is less than that required of commencing K20 volume manufacturing, as the Company already possesses the molds and equipment needed for K50 volume manufacturing and only needs to resume K50 volume manufacturing by repaying its liabilities owed to suppliers and hiring more workers working on the manufacturing lines, while the Company still needs to procure necessary facilities required of K20 manufacturing. Moreover, as K50 is a luxury all-electric super sports car, for each K50 order the Company receives, the Company typically collects deposit equal to 50% of the total vehicle sales price, which provides further financial support to commence the manufacturing of such order. The Company plans to, on the other hand, only collect RMB5,000 or around US$750 for each K20 pre-order, which is immaterial compared to the expenditures involved in K20 manufacturing. Consequently, the Company expects to first resume its normal operations by resuming the volume delivery of K50 within three to six months after receiving an estimated proceed of at least US$55 million. After the Company resumes the K50 volume manufacturing, and based on our rough estimate, we need to raise at least another US$100 million in order to launch our K20 product lines. However, if the Company is able to raise more than US$55 million but less than US$155 million in total, we can start the procurement of materials and equipment for our K20 product lines (which takes about two months to complete) and if we have more capital, we can start to build the vehicle body assembly and welding production lines for K20 (which takes about six months to complete the construction) and conduct the internal testing (which takes about another two months) before K20 production lines can be officially put into use. We expect to commence the volume delivery and fulfill the non-binding pre-sale orders for K20 within six months after the official launch of K20 product lines. Although the deposit of K20 is nominal, the volume delivery of K20 does not require further financing through public offering or private placement of our securities; instead, we plan to manufacture our K20 orders through the supply chain financing. Therefore, as long as the K20 production lines can officially launch, the Company will be able to deliver K20 in volume and fulfill any order we receive provided that the orders we receive do not exceed our annual production capacity.

159

We determine our production volume by reference to sales orders received for our vehicles. In order to timely deliver the K20s for the non-binding pre-sale orders and future sales orders for our vehicles, we plan to add new production lines in our Suzhou Plant, and to the extent that the manufacturing capacity of our Suzhou Plant is insufficient to deliver customer orders, we plan to engage OEMs with comparable manufacturing capability for production of our K25, K55, K70 and other future models. As of the date of this proxy statement/prospectus, we have not experienced surges or declines in consumer demand for which we are unable to adequately adjust our manufacturing and supply.

Our Suppliers

We primarily obtain molds, raw materials, components, manufacturing equipment and other supplies and services from our suppliers which we believe to be reputable and reliable. Raw materials and components sourced from suppliers primarily include ternary lithium battery assembly, motor and controller assembly, aluminum alloy materials, automobile interior and exterior decoration assembly and automobile chassis components. In our procurement process, we choose suppliers based on a variety of factors, such as technological expertise, product quality, manufacturing capacity and market reputation. We have implemented supplier screening and quality control processes, including mold and prototype review, sample review, manufacturing process tracking and on-site visits, to ensure the quality of components sourced from our suppliers.

We purchase our components and materials from suppliers in China and overseas. We source from over 100 suppliers for over 1,000 components and parts to build our K20 and K50. While we intend to obtain components from multiple sources whenever possible, similar to other automobile manufacturers, many of the components used in our vehicles are purchased from a single source. A substantial portion of our components and materials are sourced from suppliers in China, and we have not experienced supply chain risks arising from geopolitical tensions. Although we had not experienced supply chain disruptions in 2020, 2021 and 2022 as a result of our halted production, the resurgence of COVID-19 pandemic in various regions of China since early 2022, such as that in Shanghai since March 2022, had caused a shortage in raw materials and components and suspension of K50 manufacturing and had adversely impacted our business, results of operations and financial condition. We plan to develop and introduce alternative suppliers for raw materials and components in shortage when market demands for K50 increase and when we commence manufacturing our future vehicle models.

Quality Control

We strive to deliver best-quality products and services to our customers, and we believe a well-rounded quality control system is the key to ensuring the delivery of high-quality products and services.

Our quality control measures help us maintain high standards for our products and services. We take a holistic quality control approach, starting at the early stage of product development, where we conduct vigorous vehicle design evaluation and simulation. We also implement quality control initiative during the procurement stage. See “— Our Suppliers” for details. In the manufacturing stage, we monitor manufacturing technique and preparations, configure production lines and organize trial production to identify quality issues, and we commence volume production once all such issues have been fixed. In addition, we have built road-condition simulations to test new vehicles under various environmental conditions.

We have received the ISO9001 quality management system certification, which is valid from September 2021 until September 2024 and subject to renewal.

Sales and Marketing

We own our sales. Different from traditional automakers selling cars mainly through third-party dealerships, we sell our products directly to customers through our online platforms. We have developed an integrated online and offline sales model to access more potential customers and enhance brand image with our online marketing campaigns, connect with customers using online portals and perform vehicle delivery with our offline sales network.

Digitalized Sales and Marketing

We bring a steady stream of sales leads through three channels: our brand store, media platforms and user word-of-mouth referral. Specifically, we utilize short videos and live streaming sessions to promote our vehicles among urban middle-class consumers, and our marketing campaigns are infused with virtual reality concept, so as to cost-effectively attract our target audience and generate sales leads. We convert these leads to registered users in our official website and WeChat official account. The system automatically establishes a user behavior model, records and analyzes the conversion efficiency of each user from lead to registration, and to transaction. Through our data

160

analytics, we constantly optimize the sources of sales leads, product presentation and sales processes. At the same time, through user engagement within our online system, we encourage owners of our vehicles to voluntarily promote our vehicles, generating high-quality sales leads.

Our customers can place through our WeChat mini program vehicle purchase orders, and we deliver our vehicles through our offline sales network. By collecting customer behavior and feedback in the closed-loop process, we actively manage customer relationships, improve service quality and efficiency, reduce personnel-related expenses and investment in stores and delivery centers, and ultimately reduce offline service costs.

Offline Sales Network

Our offline sales network comprise our brand store and sales partners. As of the date of this proxy statement/prospectus, we operate one brand store in Suzhou. Our brand store and sales partners integrate functions including display, sales (sales people can assist buyers to place orders through our online platforms) and test drive, providing customers with convenient and efficient purchasing experience.

Since 2022, we started to source and engage sales partners to expand our offline sales network into lower-tier cities in China. In selecting our sales partners, we consider various factors, including industry experience, marketing capabilities and financial condition of the sales partners. Our sales partners purchase vehicles from us at discounts, and such vehicles are used to for display and test drive purposes, so as to facilitate the promotion and sales of our vehicles.

We plan to provide trainings to these sales partners to facilitate their sales and marketing initiatives and activities. As of the date of this proxy statement/prospectus, we have established collaborations with 44 sales partners. We have also partnered with international sales partners to facilitate vehicle sales in southeast Asian market and Saudi Arabian market.

On March 14, 2023, we entered into a settlement agreement (the “Settlement Agreement”) with Mullen Automotive Inc. (“Mullen”). The Settlement Agreement was entered into in full settlement of all pending litigation and arbitration arising out of a contract dispute between us and Mullen. The contract dispute is related to the engineering, design, support and homologation of Qiantu’s K50 vehicle by Mullen in United States. The Settlement Agreement obligates Mullen to promptly file a motion to dismiss with prejudice the pending lawsuit filed against us, and both Mullen and us to promptly file a joint stipulation of dismissal of the arbitration proceeding. The parties agree to release all claims against each other arising from or in connection with the matters and claims that were subject to those legal proceedings.

Pursuant to the Settlement Agreement, we agree to enter into an intellectual property and distribution agreement (the “IP Agreement”) with Mullen and (2) in connection with the settlement of those legal proceedings and for the privilege of entering into the IP Agreement, Mullen paid us $6,000,000.

Pursuant to the IP Agreement, we granted Mullen the exclusive license to use certain of Qiantu’s trademarks and the exclusive right to assemble, manufacture, and sell the homologated vehicles based on the Qiantu K-50 model throughout North America (including Canada, Mexico, and the United States of America) and South America for a period of five (5) years, which period does not start until Mullen has successfully homologated vehicles based on terms of the IP Agreement (the “Five Year Period”). During the Five Year Period, Mullen is also obligated to purchase a certain number of vehicle kits every year from us. As consideration for Mullen’s entry into the IP Agreement, (1) Mullen issued to us certain warrants to purchase up to 75,000,000shares of Mullen’s common stock (the “Qiantu Warrants”) as described below; (2) Mullen agrees to pay us $2,000,000 for deliverable items under the IP Agreement; and (3) the Company agrees to pay us a royalty fee of $1,200 for each homologated vehicle sold in North America and South America during the term of the IP Agreement. The Qiantu Warrants were issued upon execution of the IP Agreement and are exercisable at our sole discretion commencing at any time from September 30, 2023 up to and including September 30, 2024 at 110% of the market price of Mullen’s common shares at the close of trading on the earlier of (a) when the Company completes its obligations to its Series D investors; or (b) June 15, 2023.

The foregoing description of the IP Agreement with Mullen does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is filed as exhibit 10.25 to this proxy statement/prospectus.

Data Privacy and Security

We are committed to complying with data privacy laws and protecting the security of customer data. We mainly collect and store data relating to the usage of the autonomous driving system and the intelligent operating system, as well as data collected through our sales and services channels.

161

Such information is collected with prior consent from our customers in accordance with applicable laws and regulations. Our data usage and privacy policy, which is provided to every customer, describes our data practices. Specifically, we undertake to manage and use the data collected from customers in accordance with applicable laws and make reasonable efforts to prevent the unauthorized use, loss, or leak of customer data and will not disclose important customer data to any third party without customers’ approval except under legal requirement or certain circumstances specified in the customer consent. Moreover, we undertake to stop collecting, transmitting and using data collected from users who later rescind their consents and offer them the option to cancel their accounts with us and swipe their data. We plan to strictly limit and monitor employee access to customer data and to provide data privacy training to these employees and require them to report any information security breach.

We have adopted and plan to adopt a variety of internal policies to protect the data with which we are entrusted. Our board of directors is generally responsible for overseeing the formulation and implementation of our network security measures. For example, we have adopted an internal policy to require relevant employees to document the type of personal information collected, the estimated information storage period and the designated time to delete information. We plan to segregate our internal databases and operating systems from our external-facing services and intercept unauthorized access and to de-sensitize customer data by removing personally identifiable information, when such information is not relevant to our business. We also plan to store customer data in encrypted format to ensure confidentiality. We plan to back up our customer data and operating data on a regular basis in separate back-up systems to minimize the risk of customer data loss or leakage. We believe our policies and practice with respect to data privacy and security comply with applicable laws and with prevalent industry practice. We currently do not maintain policies and procedures to oversee cybersecurity risks with respect to our customers, supply chain, suppliers and service providers. As of the date of this proxy statement/prospectus, we have not experienced cyber-attacks and hacking attempts, and we have not experienced cybersecurity attacks in our supply chain or with respect to our customers, suppliers or service providers.

Health, Safety and Environmental Matters

We are subject to numerous laws and regulations that govern the protection of the environment and health and safety of our employees. Certain of our operations require environmental, health and safety permits or approvals from governmental authorities. Pursuant to relevant PRC regulations, the Suzhou Plant and any of our future constructions must obtain and/or periodically renew the waste disposal permits and other relevant permits. Also, we must take measures for work safety and to improve the working environment and conditions for workers during our production and operation. While certain permits and approvals may be subject to expiration, revocation or modification under various circumstances we are committed to achieving and maintaining compliance with all applicable legal requirements, including, among others, water discharge, the management and disposal of hazardous substances, environmental cleanup and the health and safety of employees.

Competition

Competition in the EV industry is intense and evolving. We believe the impact of new regulatory requirements for occupant safety and vehicle emissions, technological advances in powertrain and consumer electronic components, and shifting customer needs and expectations are causing the industry to evolve in the direction of electric-based vehicles. We believe the primary competitive factors in our markets are:

•pricing;

•technological innovation;

•vehicle performance, quality and safety;

•service and charging options;

•user experience;

•brand recognition and reputation;

•design and styling; and

•sales and manufacturing efficiency.

The EV market is generally competitive in China, and our main competitors in the EV market include Li Auto, XPeng and NIO. While the market for all-electric sports cars is relatively less competitive compared to other segments, as we diversify our product portfolio to include small-to-large size electric sedans and SUVs, we expect that we will face increasingly intense competition in the future.

162

Intellectual Property

As of December31, 2022, we had registered 1,333 patents, 399 trademarks, 30 software copyrights and two domain names in China and overseas jurisdictions, of which 753 patents relate to our core technologies. In addition, we had 36 pending patent applications as of the date of this proxy statement/prospectus.

Employees

As of December31, 2022, we had 306 employees, one of whom were located in the United States, and the rest were located in China. The following table sets forth the number of our employees by function as of December31, 2022:

Function	Number of Employees	Percentage to Total
Research and development	69	22.6	%
Sales and marketing	27	8.8	%
Manufacturing	110	36.0	%
Project management	15	4.9	%
Management	25	8.2	%
Functional support	60	19.5	%
Total	306	100	%

We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit. As a result, we have been able to attract and retain talented personnel and maintain a stable core management team. We believe that we maintain a good working relationship with our employees. None of our employees are represented by a labor union. As of the date of proxy statement/prospectus, we have not experienced labor shortages as a result of the COVID-19 pandemic or supply chain disruptions.

As required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance, namely pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and housing funds. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government regulations from time to time.

We enter into standard labor and confidentiality agreements with all employees and non-compete agreements with our core employees. The non-compete restricted period typically expires two years after the termination of employment.

Properties

We are currently headquartered in Beijing, China. As of December31, 2022, we owned two parcels of land in Suzhou and Qingdao of approximately 238,773.6 square meters. As of the same date, we also leased two properties in Beijing and Shanghai for office space, manufacturing plants and our direct-sale store, with an aggregate floor area of 12,901.8 square meters.

Insurance

Pursuant to PRC regulations, we provide social insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees based in China. We do not maintain business liability or interruption insurance or key-man insurance to cover our operations in China, which, we believe, is consistent with the customary industry practice in China.

Legal Proceedings

We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. In addition, in 2021 and 2022, we defaulted on payments to our suppliers, terminated employment with many employees, and postponed the payment of salary on several occasions. Affected by the adverse effect of the COVID-19 pandemic, we experienced deteriorated financial position and began to default on payments due to suppliers. As of December 31, 2021 and 2022, the amount of account payables associated with lawsuits against us by our suppliers was US$65.5million and US$73.1million, respectively. As of December31, 2022, certain suppliers had reached settlement arrangements with us, and the balance of account payable associated with such settlement

163

arrangements was US$3.4million, and we are in default of US$84.5million on the court ordered payments due to financial constraints as of the date of this proxy statement/prospectus. We also terminated employment relationships with certain employees as a result of our deteriorated financial position, and the amount of payroll payables associated with lawsuits against us by our employees was US$17.9million and US$13.3million as of December 31, 2021 and 2022, respectively. As of December31, 2022, certain employees had reached settlement arrangements with us, and the amount payable by us under such settlement arrangements was US$10.2million, but our capital transactions were not executed on schedule and the committed amount were not delivered; and as of the date of this proxy statement/prospectus, we were in default of US$13.2million on the court ordered payments due to financial constraints. Apart from claims against us by our suppliers and former employees, we were also subject to liabilities arising from other business lawsuits, and the amount of such liabilities was US$21.3million and US$21.3million as of December 31, 2021 and, 2022, respectively. As of December31, 2022, certain parties had reached settlement arrangements with us, and the balance of amount payable by us under such settlement arrangements was US$4.4million. As of the date of this proxy statement/prospectus, we are in default of US$28.6million on the court ordered payments due to financial constraints.

Our History and Corporate Structure

Our automotive design experience can be traced back to 2003, when our core management team started the automotive design service through Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd. In 2012, our core management team left Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd. and established CH-Auto Technology Corporation Ltd. CH-Auto Technology Corporation Ltd. together with its directly or indirectly owned subsidiaries, engages in the business of EV manufacturing, automotive design services and automotive components manufacturing. With a decade of operations, we accumulated a rich repertoire of proprietary technologies and industry know-how and established a self-owned EV brand, Qiantu, in 2015. We established CH-Auto Automobile R&D Co., Ltd. in 2014 to carry out our research and development activities for EV design and manufacturing, and we established WATTPACK Technology Co., Ltd. in the same year to carry out vehicle and component manufacturing. We established Changcheng Huaguan Automotive Technology (Suzhou) Co., Ltd. in 2015 and Nanjing Qiantu Automotive Technology Co., Ltd. in 2017 to carry out automotive technology development activities. We established Nanjing Qiantu Automobile Sales Co., Ltd. in 2017 to facilitate our sales and marketing activities. In 2021, we set up a joint venture company, Shanghai Jitai Auto Technology Co., Ltd., with the Italian Giugiaro family to carry out our vehicle design activities. Pursuant to our joint venture agreement, our contribution to the registered capital of the joint venture shall be RMB5,600,000, representing 56% of the total registered capital of the joint venture, which has been fully paid as of the date of this proxy statement/prospectus. The duration of the joint venture shall be 30 years, commencing from the date of issuance of the business license on August9, 2019, and may be terminated upon expiration of the joint venture, by mutual written consent of the parties, upon cessation of any party’s ownership of any equity in the joint venture, or upon any other material breach specified in the joint venture agreement.

The following diagram illustrates our corporate structure in the PRC and our principal subsidiaries in the PRC as of the date of this proxy statement/prospectus.

164

Our Major Subsidiaries

The following subsidiaries are of strategical importance to us.

Name of subsidiary	Date of incorporation	Place of incorporation	Percentage of direct or indirect economic interest	Principal activities
CH-Auto Automobile R&D Co., Ltd.	January 28, 2014	The PRC	100%	EV production
Qiantu Automobile (Suzhou) Co., Ltd.	February 12, 2015	The PRC	100%	EV manufacturing
Nanjing Qiantu Automobile Sales Co., Ltd.	October 11, 2017	The PRC	100%	Automobile sales
Nanjing Qiantu Automotive Technology Co., Ltd.	October 11, 2017	The PRC	100%	Automotive technology development
WATTPACK Technology Co., Ltd.	January 28, 2014	The PRC	100%	EV production
Changcheng Huaguan Automotive Technology (Suzhou) Co., Ltd.	February 9, 2015	The PRC	100%	Automotive technology development
Qingdao Zuki Industrial Design Co., Ltd.	December 5, 2000*	The PRC	60%	Industrial product design
Nanjing Qiantu Automobile Investment Management Co., Ltd.	October 12, 2017	The PRC	100%	Automobile project investment management

____________

* Date of Acquisition

Business Milestones

The following is a summary of our key business milestones.

Year	Event
2003	Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd. was established and began to provide automotive design services for automotive manufacturers.
2012	CH-Auto Technology was established.
2014	Our first EV model, K50, was first displayed in Beijing International Auto Show.
2016	We obtained qualification from the NDRC for new energy passenger vehicle production.
2018	We obtained qualification from the MIIT as a qualified automobile manufacturing enterprise. We released and commenced volume production and vehicle delivery for K50 in the same year.
2019	We set up a joint venture company, Shanghai Jitai Auto Technology Co., Ltd., with the Italian Giugiaro family.
2022	We released our second vehicle model, K20, and received approximately 32,000 non-binding pre-sale orders as of the date of this proxy statement/prospectus.

Regulation

The following sets forth a summary of the most significant rules and regulations that affect our business activities in China.

Regulations and Approvals Covering the Manufacturing of New Energy Passenger Vehicles

Under the PRC laws, a newly-established manufacturer of new energy passenger vehicles shall first complete the filings with the competent local counterpart of the National Development and Reform Commission, or the NDRC, and thereafter obtain the entry approvals from the Ministry of Industry and Information Technology, or the MIIT, for itself and the new energy passenger vehicles to be manufactured by them.

On June 2, 2015, the NDRC and the MIIT promulgated the Administrative Measures for Newly-established Manufacturers of Pure Electric Passenger Vehicles, or Circular27, which took effect on July 10, 2015. According to Circular27, a newly-established manufacturer for pure electric passenger vehicles shall satisfy specific requirements

165

including, among others, having complete vehicle research and development capabilities, power systems and other necessary technologies, and shall obtain the NDRC approval with respect to the project investments in manufacturing the pure electric passenger vehicles. On June 4, 2017, the NDRC and the MIIT issued the Opinions on Improving the Management of Automobile Investment Projects which became effective on the same day. Pursuant to such guiding opinions, applicants shall comply with the requirements specified in Circular 27 when applying for pure electric passenger vehicle enterprise investment projects (including existing commercial vehicle enterprises applying for the manufacturing of pure electric passenger vehicles). In accordance with the Administrative Measures for Investment in Automobile Industry, which was subsequently promulgated by the NDRC on December 10, 2018 and took effect on January 10, 2019, the projects in relation to newly established manufacturer for pure electric passenger vehicles shall be filed with the competent provincial counterpart of the NDRC, which supersedes the requirement of obtaining the approval from the NDRC under Circular 27.

In addition, on January 6, 2017, the MIIT promulgated the Administrative Measures for the Entry of New Energy Vehicle Manufacturers and Products or Circular39, which took effect on July 1, 2017, and was amended on July 24, 2020 and effective from September 1, 2020. Pursuant to Circular39, the manufacturers shall apply to the MIIT for the entry approval to become a qualified manufacturer in China and shall further apply to the MIIT for the entry approval for the new energy passenger vehicles before commencing the manufacturing and sale of the new energy passenger vehicles in China. Both of the new energy passenger vehicles and their manufacturers will be listed in the Announcement of the Vehicle Manufacturers and Products issued by the MIIT from time to time, or the Manufacturers and Products Announcement, if they have obtained the entry approval from the MIIT.

To obtain the entry approvals from the MIIT, the manufacturers must meet certain requirements, including, among others, having completed required filings on its investment in the EV manufacturing project with the NDRC or obtained approvals on the access on automobile vehicle manufacturer from the MIIT; having capabilities in the design, development and manufacture of automotive products, product consistency, after-sales service and product safety assurance; the new energy vehicles shall meet the technical criteria contained in Circular 39 and other safety and technical requirements specified by the MIIT, and pass inspections conducted by a state-recognized testing institution. Where any new energy vehicle manufacturer manufactures new energy vehicle without the prior approval of the competent authorities or sells any model of new energy vehicle not being published in the Manufacturers and Products Announcement by the MIIT, it may be subject to penalties, including fines, forfeiture of any illegally manufactured and sold vehicles and spare parts and revocation of its business licenses.

Circular 39 also requires that the new energy vehicle manufacturers shall continuously satisfy the production consistency requirement and meet the requirements prescribed under the Admission Review Standards for New Energy Vehicle Manufacturers (the “Admission Review Standards”). A new energy vehicle manufacturer that fails to consistently comply with the Admission Review Standards may be required to suspend its manufacturing and sales activities until rectification of such failures by relevant PRC authorities. A new energy vehicle manufacturer that continues to engage in vehicle manufacturing and sales upon notification by relevant authorities of failure to comply with Admission Review Standards may be subject to fines, confiscation of income and revocation of business license, and under severe circumstances, criminal liabilities.

Furthermore, in accordance with Circular39, the Manufacturer who has suspended its manufacture for 24 months or more may be publicly identified by MIIT.

On November 27, 2018, the MIIT promulgated the Administrative Rules on the Admission of Motor Vehicle Manufacturers and Products or Circular50, which took effect on June 1, 2019. Pursuant to Circular50, motor vehicle manufacturers shall maintain normal operations, i.e., having an annual production volume for passenger vehicles of no less than 2,000 units in two consecutive years. A motor vehicle manufacturer shall be publicly identified by MIIT if it is unable to maintain normal operation. Motor vehicle manufacturers being identified will be unable to apply for any modification to admission qualifications and the MIIT will verify such manufacturer’s compliance with the entry approval of manufacturers of motor vehicles and the products when it applies for removal from MIIT-identified status. A motor vehicle manufacturer may manufacture and sell the corresponding motor vehicle products only upon obtaining the admission approval. Such enterprise shall continue to satisfy the relevant admission criteria. If a motor vehicle manufacturer no longer satisfies admission criteria, or the motor vehicle products manufactured by such enterprise are hazardous to public security, personal health or life and property safety etc, the MIIT shall order the enterprise to stop manufacturing and sale of the relevant products and to make corrections immediately. The manufacturer may defend itself after receiving relevant notification from the MIIT. The motor vehicle manufacturers shall establish a system to manage ex-factory certificates for motor vehicle products, standardize the production, issuance, conveyance, tracing,

166

record filing of such certificates, fill in and convey electronic information of such certificates on a real-time basis, and issue each certificate along with the motor vehicle after such motor vehicle product has passed ex-factory inspection. The information stated on a certificate shall match the technical parameters of the admitted motor vehicle product, as well as the actual technical parameters of the motor vehicle product. Where a motor vehicle manufacturing enterprise violates the administrative provisions on product certificates, the MIIT shall order such enterprise to make corrections within a stipulated period, and depending on the circumstances, suspend the conveyance of the electronic information of the motor vehicle’s certificate.

In addition, the MIIT promulgated the Notice on the Establishment of the Exit Mechanism for the Automobile Industry (the “Automobile Exit Mechanism”) on July 12, 2012, which took effective therefrom. Pursuant to the Automobile Exit Mechanism, vehicle manufacturers that are unable to maintain normal operations shall be publicly identified by MIIT for a period of two years (the “MIIT-identified Period”). During the MIIT-identified Period, any application for the new product admission approval by such manufacturer will not be accepted. A vehicle manufacturer may apply for new product admission approval during the MIIT-identified Period if such manufacturer satisfies the admission rules and no longer publicly identified by MIIT. Upon the expiration of the MIIT-identified Period, manufacturers who have not applied for the admission approval assessment or have failed the assessment will not be allowed to modify the name or address of its enterprise.

Regulations on Compulsory Product Certification

Under the Administrative Regulations on Compulsory Product Certification which was promulgated by the State Administration for Market Regulation, or the SAMR, on September29, 2022 and became effective on November1, 2022 and the List of the First Batch of Products Subject to Compulsory Product Certification which was promulgated by General Administration of Quality Supervision, Inspection and Quarantine, or the QSIQ, in association with the State Certification and Accreditation Administration Committee, or the CAA on December 3, 2001 and became effective on the same day, the QSIQ is responsible for the regulation and quality certification of automobiles. Automobiles and parts and components must not be sold, exported or used in operating activities until they are certified by designated certification authorities of the PRC as qualified products and granted certification marks.

Regulations on EV Charging Infrastructure

Pursuant to the Guidance Opinions of the General Office of the State Council on Accelerating the Promotion and Application of the New Energy Vehicles (effective on July 14, 2014), the Guidance Opinions of the General Office of the State Council on Accelerating the Development of Charging Infrastructures of the Electric Vehicle (effective on September 29, 2015) and the Guidance on the Development of Electric Vehicle Charging Infrastructure (2015-2020) (effective on October 9, 2015), the PRC government encourages the construction and development of charging infrastructurefor EVs such as charging stations and battery swap stations, and only newly -built centralized charging and battery replacement power stations arerequired to obtain the construction approvals and permits from the relevant authorities. The Circular on Accelerating the Development of Electrical Vehicle Charging Infrastructures in Residential Areas promulgated on July 25, 2016 further provides that the operators of electrical vehicle charging and batteryswap infrastructure are required to carry liability insurance for the safety of their charging and batteryswap infrastructure which are in residential areas. The manufacturers of charging and battery swap facilities and EV manufacturers are encouraged to purchase liability insurance policies on charging safety to protect the purchasers of EVs.

On January 10, 2022, the NDRC, the MIIT, National Energy Administration or the NEA, Ministry of Finance or the MOF, Ministry of Natural Resources, Ministry of Housing and Urban-Rural Development, Ministry of Transport, and Ministry of Agriculture and Rural Affairs jointly issued the Implementing Opinions on Further Improving the Service Guarantee Capacity of Electric Vehicle Charging Infrastructure, which became effective on the same day. Under such Implementing Opinions, the PRC aims to further improve its EV charging guarantee capacity, and build a moderately advanced, well-balanced, intelligent and efficient charging infrastructure system, which can meet the charging demands of more than 20 million EVs by the end of its 14th Five-Year Plan.

All the above incentives are expected to facilitate acceleration of development of public charging infrastructure, which will consequently offer more accessible and convenient electronic vehicle charging solutions to purchasers of EVs.

167

Regulations on Automobile Sales and Consumer Rights Protection

Automobile Sales

Pursuant to the Administrative Measures on Automobile Sales promulgated by the Ministry of Commerce, or the MOFCOM on April 5, 2017, which became effective on July 1, 2017, automobile suppliers and dealers are required to file with relevant authorities through the information system for the national automobile circulation operated by the competent commerce department within 90 days after the receipt of a business license. Where there is any change to the information concerned, automobile suppliers and dealers must update such information within 30 days after such change.

Product Liability

Pursuant to the Product Quality Law of the PRC promulgated on February 22, 1993 and most recently amended on December 29, 2018, a manufacturer is prohibited from producing or selling products that do not meet applicable standards and requirements for safeguarding human health and ensuring human and property safety. Products must be free from unreasonable dangers threatening human and property safety. The aggrieved party may make a claim for compensation from the producer or the seller of the product in the event that defective product causes physical injury to a person or property damage. Producers and sellers of non-compliant products may be ordered to cease the production or sale of the products and may be subject to confiscation of the products and fines. Earnings from sales in contravention of such standards or requirements may also be confiscated, and in severe cases, the violator’s business license may be revoked.

Recall of Defective Products

On October 22, 2012, the State Council promulgated the Administrative Provisions on Defective Automotive Product Recalls, which became effective on January 1, 2013, and was amended on March 2, 2019. Pursuant to the administrative provisions, manufacturers of automobile products are required to take measures to eliminate defects in products they sell. A manufacturer must recall all defective automobile products. Failure to recall such products may result in an order to recall the defective products from the quality supervisory authority of the State Council. Manufacturers that attempt to conceal defects or do not recall defective automobile products in accordance with relevant regulations will be subject to penalties, including fines, forfeiture of any income earned in violation of law and revocation of licenses.

Pursuant to the Implementation Rules on the Administrative Provisions on Defective Automotive Product Recalls, which became effective on January 1, 2016 and were recently amended on October 23, 2020, if a manufacturer is aware of any potential defect in its automobiles, it must investigate in a timely manner and report the results of such investigation to the SAMR. Where any defect is found during the investigation, the manufacturer must cease to manufacture, sell, or import the relevant automotive products and recall such products in accordance with applicable laws and regulations.

On November 25, 2020, the SAMR issued the Circular on Further Improving the Regulation of Recall of Automobile with OTA Technology, pursuant to which automobiles manufacturers that provide technical services through OTA are required to complete filing with the SAMR and those who have provided such services through OTA must complete such filing before December 31, 2020. In addition, if an automaker uses OTA technology to eliminate defects and recalls their defective products, it must make a recall plan and completes a filing with the SAMR.

Regulations on Consumer Rights Protection

Our business is subject to a variety of consumer protection laws, including the PRC Consumer Rights and Interests Protection Law, which was amended on October 25, 2013 and became effective on March 15, 2014. It imposes stringent requirements and obligations on business operators. Failure to comply with these consumer protection laws could subject us to administrative sanctions, such as the issuance of a warning, confiscation of illegal income, imposition of fines, an order to cease business operations, revocation of business licenses, and potential civil or criminal liabilities.

168

Favorable Government Policies Relating to New Energy Vehicles in the PRC

Government Subsidies for Purchasers of New Energy Vehicles

On April 22, 2015, the MOF, the Ministry of Science and Technology, or the MOST, the MIIT and the NDRC jointly promulgated the Circular on Financial Subsidies on the Promotion and Application of New Energy Vehicles from 2016 to 2020, or the NEV Financial Subsidies Circular, which took effect on the same day. The NEV Financial Subsidies Circular provides that those who purchase new energy vehicles specified in the Catalogue of Recommended New Energy Vehicle Models for Promotion and Application issued by the MIIT, or the Recommended NEV Catalogue, may enjoy government subsidies. A purchaser may purchase a new energy vehicle from a manufacturer by paying the price deducted by the subsidy amount, and the manufacturer may obtain the subsidy amount from the PRC central government after such new energy vehicle is sold to the purchaser. Our volume manufactured vehicle K50 was added to this catalogue by the MIIT and is eligible for such subsidies.

On December 29, 2016, the MOF, the MOST, the MIIT and NDRC jointly promulgated the Circular on Adjusting the Subsidy Policies on Promotion and Application of New Energy Vehicles, or the Circular on Adjusting the NEV Subsidy Policies, which became effect on January 1, 2017, to enhance the technical requirements and adjust the subsidy criteria of qualified new energy vehicles in the Recommended NEV Catalogue. The Circular on Adjusting the NEV Subsidy Policies caps the subsidy amount from the local governments at 50% of the subsidy amount from the central government, and further specifies that national and local subsidies for purchasers purchasing new energy vehicles (except for fuel cell vehicles) from 2019 to 2020 will be reduced by 20% as compared to the then-existing subsidy standards.

On April 23, 2020, the MOF, the MOST, the MIIT and the NDRC jointly issued the Circular on Improving Subsidy Policies on Promotion and Application of New Energy Vehicles, which took effect on the same day, or the 2020 NEV Financial Subsidies Circular, which extends the implementation period of financial subsidy policy for new energy vehicles to the end of 2022. The 2020 NEV Financial Subsidies Circular further specifies that the subsidy criteria for new energy vehicles during the period from year 2020 to 2022 will generally be reduced by 10%, 20% and 30% compared to the subsidy standard of the previous year respectively, and the number of vehicles eligible for the subsidies will not exceed approximately two million each year.

On December 31, 2021, the MOF, the MIIT, the MOST and the NDRC jointly issued the Circular on the Fiscal Subsidy Policy for the Promotion and Application of New Energy Vehicles in 2022, which took effect on January 1,2022, or the 2022 NEV Financial Subsidies Circular. The 2022 NEV Financial Subsidies Circular confirms that the existing technical indicator system framework and threshold requirements for purchase subsidies will remain unchanged in 2022, and the subsidy standards for new energy vehicles will be lowered by 30% from the level of 2021 in 2022 in accordance with 2020 NEV Financial Subsidies Circular.

Exemption of Vehicle Purchase Tax

On December 26, 2017, the MOF, the State Administration of Taxation, or the SAT, the MIIT and the MOST jointly issued the Announcement on Exemption of Vehicle Purchase Tax for New Energy Vehicle, or the Announcement on Exemption of Vehicle Purchase Tax, pursuant to which, fromJanuary 1, 2018 to December 31, 2020, the vehicle purchase tax which is applicable for internal combustion engine vehicles, or the ICE vehicles, is not imposed on purchases of qualified newenergy vehicles listed in the Catalogue of New Energy Vehicle Models Exempt from Vehicle Purchase Tax, or the Catalogue, issued by the MIIT.

On April 16, 2020, the MOF, the SAT and the MIIT promulgated the Announcement on Relevant Policies for the Exemption of Vehicle Purchase Tax for New Energy Vehicles, which took effect on January 1, 2021, and extends the exemption period for the vehicle purchase tax of new energy vehicles to December 31, 2022.

On September18, 2022, the MOF, the SAT and the MIIT further promulgated the Announcement on Continuation of Policies for Exemption of Vehicle Purchase Tax for New Energy Vehicles, which took effect on the same date, and exempt the new energy vehicles purchased during the period from January1, 2023 to December 31,2023 from the vehicle purchase tax.

169

Non-imposition of Vehicle and Vessel Tax

Pursuant to the Implementation Regulations for the Law of the People’s Republic of China on Vehicle and Vessel Tax, which took effect on January 1, 2012 and was amended on March 2, 2019, vehicles and vessels which are energy saving and use new energy may be exempted from vehicle and vessel tax or enjoy 50% reduction on vehicle and vessel tax. The scope of such vehicles and vessels shall be formulated by the finance and tax departments of the State Council in consultation with the relevant departments of the State Council, and submitted to the State Council for approval. Pursuant to the Preferential Vehicle and Vessel Tax Policies for Energy-Saving and New Energy Vehicles and Vessels jointly promulgated by the MOF, the Ministry of Transport, the SAT, and the MIIT on July 10, 2018, NEVs, or New Energy Vehicles, including battery electric commercial vehicles, plug-in (including extended-range) hybrid EVs, fuel cell commercial vehicles are exempt from vehicle and vessel tax, whereas battery EVs, or BEVs, and fuel cell passenger vehicles are not subject to vehicle and vessel tax. The qualified vehicles are listed in the Catalogue of New Energy Vehicle Models Exempt from Vehicle and Vessel Tax issued by the MIIT and SAT from time to time.

New Energy Vehicle License Plate

In recent years, in order to control the number of motor vehicles on the road, certain local governments have issued restrictions on the issuance of vehicle license plates. These restrictions generally do not apply to the issuance of license plates for NEVs, which makes it easier for purchasers of NEVs to obtain automobile license plates. For example, pursuant to the Implementation Measures on Encouraging Purchase and Use of New Energy Vehicles in Shanghai, local authorities will issue new automobile license plates to qualified purchasers of NEVs without requiring such qualified purchasers to go through certain license-plate bidding processes and to pay license-plate purchase fees as compared with purchasers of ICE vehicles.

Parallel Credits Policy on Vehicle Manufacturers and Importers

On September 27, 2017, the MIIT, the MOF, the MOFCOM, the General Administration of Customs of PRC and the General Administration of Quality Supervision, Inspection and Quarantine of the PRC jointly promulgated the Measure for the Parallel Administration of the Corporate Average Fuel Consumption and New Energy Vehicle Credits of Passenger Vehicle Enterprises, or the Parallel Credits Measure, which took effect on April 1, 2018, and was amended on June 15, 2020 (the amended Parallel Credits Measure took effect on January 1, 2021). Under the Parallel Credits Measure, among other requirements, each of the vehicle manufacturers and vehicle importers above a certain scale is required to maintain its new energy vehicles credits, or the NEV credits, above zero, regardless of whether NEVs or ICE vehicles are manufactured or imported by it, and NEV credits can be earned only by manufacturing or importing NEVs. Therefore, NEV manufacturers will enjoy preferences in obtaining and calculating of NEV credits.

NEV credits equal to the aggregate actual scores of a vehicle manufacturer or a vehicle importer minus its aggregate targeted scores. The targeted scores shall be the product obtained by multiplying annual production/import volume of fuel energy vehicles of a vehicle manufacturer or a vehicle importer by the NEV credit ratio set by MIIT, while the actual scores are to be the product obtained by multiplying the score of each new energy vehicle type by respective new energy vehicle production/import volume. Excess positive NEV credits are tradable and may be sold to other enterprises through a credit management system established by the MIIT. Negative NEV credits can be offset by purchasing excess positive NEV credits from other manufacturers or importers. Accordingly, a manufacturer that only manufactures new energy vehicles will be able to earn NEV credits by manufacturing NEVs, and may sell its excess positive NEV credits to other vehicle manufacturers or importers.

Regulations on Value-added Telecommunications Services

In 2000, the PRC State Council promulgated the Telecommunications Regulations of the PRC, or the Telecommunications Regulations, which was most recently amended in February 2016 and provides a regulatory framework for telecommunications services providers in the PRC. The Telecommunications Regulations categorize all telecommunications businesses in China as either basic or value-added. Value-added telecommunications services are defined as telecommunications and information services provided through public network infrastructure. Pursuant to the Classified Catalogue of Telecommunications Services, an attachment to the Telecommunications Regulations, which was most recently updated on June 6, 2019 by MIIT, internet information services, or ICP services, are classified as value-added telecommunications services.

170

Pursuant to the Administrative Measures on Internet Information Services, promulgated by the State Council in 2000 and amended in 2011, “internet information services” refer to the provision of information through the internet to online users, and are divided into “commercial internet information services” and “non-commercial internet information services”. A commercial ICP service operator must obtain an ICP license before engaging in any commercial ICP service within China, while the ICP license is not required if the operator will only provide internet information on a non-commercial basis. For an operator providing internet information on a non-commercial basis, it only needs to file the relevant information with the provincial communication administration.

According to the 2021 Negative List and other related laws and regulations, industries such as VATS (other than the services of electronic commerce, multiparty conferencing within the PRC, information storage and forwarding, and call center) are generally restricted to foreign investment with very limited exceptions in certain pilot demonstration zones. According to the Administrative Regulations on Foreign-Invested Telecommunications Enterprises, as most recently amended in March 2022, foreign-invested value-added telecommunications enterprises can be established by the foreign investor(s) only or in the form of a Sino-foreign equity joint venture. The regulations limit the ultimate capital contribution percentage by foreign investor(s) in a foreign-invested value-added telecommunications enterprise to 50% or less other than certain exceptions.

In addition to the regulations and measures above, the provision of commercial internet information services on mobile internet applications are regulated by the Administrative Provisions on Information Services of Mobile Internet Applications, promulgated by the State Internet Information Office in June 2016, was amended on June 14, 2022 and took effect on August 1, 2022. Information services providers of mobile internet applications are subject to these provisions, including acquiring relevant qualifications and being responsible for the management of information security.

Regulations on Internet Information Security and Privacy Protection

In November 2016, the Standing Committee of the National People’s Congress, or the SCNPC, promulgated the Cyber Security Law of the PRC, or the Cyber Security Law, which became effective on June 1, 2017. The Cyber Security Law requires that a network operator, which includes, among others, internet information services providers, take technical measures and other necessary measures in accordance with applicable laws and regulations and the compulsory requirements of the national and industrial standards to safeguard the safe and stable operation of its networks. The Cyber Security Law further requires internet information service providers to formulate contingency plans for network security incidents, report to the competent departments immediately upon the occurrence of any incident endangering cyber security and take corresponding remedial measures.

Internet information service providers are also required to maintain the integrity, confidentiality and availability of network data. The Cyber Security Law reaffirms the basic principles and requirements specified in other existing laws and regulations on personal data protection, such as the requirements on the collection, use, processing, storage and disclosure of personal data, and internet information service providers being required to take technical and other necessary measures to ensure the security of the personal information they have collected and prevent the personal information from being divulged, damaged or lost. Any violation of the Cyber Security Law may subject the internet information service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities.

Furthermore, on November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China, or the CAC, the General Office of the MIIT, the General Office of the Ministry of Public Security and the General Office of the State Administration for Market Regulation, or the SAMR, jointly issued the Notice on the Measures for Determining the Illegal Collection and Use of Personal Information through Mobile Applications, which aims to provide reference for supervision and administration departments and provide guidance for mobile applications operators’ self-examination and self-correction and social supervision by netizens, and further elaborates the forms of behavior constituting illegal collection and use of the personal information through mobile applications including: (i) failing to publish the rules on the collection and use of personal information; (ii) failing to explicitly explain the purposes, methods and scope of the collection and use of personal information; (iii) collecting and using personal information without the users’ consent; (iv) collecting personal information unrelated to the services they provide and beyond the necessary principle; (v) providing personal information to others without the users’ consent; (vi) failing to provide the function of deleting or correcting the personal information according to the laws or failing to publish information such as ways of filing complaints and reports.

171

On August 16, 2021, the CAC, the NDRC, the MIIT and other two departments jointly issued The Several Provisions on the Management of Automobile Data Security (for Trial Implementation), which took effect on October 1, 2021. The provisions aim to raise protective requirements of automobile data processing activities, such as collection, storage, use, processing, transmission, provision, and disclosure, among others, of automobile data. The “automobile data” includes personal information data and important data involved in the process of automobile design, production, sales, use, operation and maintenance, among others.

Regulations on E-Commerce

On August 31, 2018, the Standing Committee of the National People’s Congress promulgated the PRC E-Commerce Law, which became effective on January 1, 2019. The E-Commerce Law establishes the regulatory framework for the e-commerce sector in China for the first time by laying out certain requirements on e-commerce platform operators. Pursuant to the E-Commerce Law, e-commerce platform operators are required to prepare a contingency plan for cybersecurity incidents and take technological measures and other measures to prevent online illegal and criminal activities. The E-Commerce Law also expressly requires e-commerce platform operators to take necessary actions to ensure fair dealing on their platforms to safeguard the legitimate rights and interests of consumers, including to prepare platform service agreements, transaction information record-keeping, and transaction rules, to prominently display such documents on the platform’s website, and to keep such information for no less than three years following the completion of a transaction. Where the e-commerce platform operators conduct self-operated business on their platforms, they need to distinguish and mark their self-operated business from the businesses of the business operators using the platform in a clear manner and should not mislead consumers. The e-commerce platform operators should bear civil liability of a commodity seller or service provider for the business marked as self-operated, pursuant to the law.

Regulations on Land and the Development of Construction Projects

Regulations on Land Grants

Under the Interim Regulations on Assignment and Transfer of the Rights to the Use of the State-Owned Urban Land promulgated by the State Council on May 19, 1990 and was amended on November 29, 2020 (effective from the same day), a system of assignment and transfer of the right to use state-owned land was adopted. A land user must pay land premiums to the state as consideration for the assignment of the right to use a land site within a certain term, and the land user who obtained the right to use the land may transfer, lease out, mortgage, or otherwise commercially exploit the land within the term of use. Under the Interim Regulations on Assignment and Transfer of the Rights to the Use of the State-Owned Urban Land and the PRC Urban Real Estate Administration Law, the local land administration authority may enter into an assignment contract with the land user for the assignment of land use rights. The land user is required to pay the land premium as provided in the assignment contract. After the full payment of the land premium, the land user must register with the land administration authority and obtain a land use rights certificate that evidences the acquisition of land use rights.

Regulations on Planning of a Construction Project

Pursuant to the Regulations on Planning Administration Regarding Assignment and Transfer of the Rights to Use of the State-Owned Land in Urban Area promulgated by the Ministry of Construction in December 1992 and amended in January 2011, a construction land planning permit should be obtained from the municipal planning authority with respect to the planning and use of land. Pursuant to the PRC Urban and Rural Planning Law promulgated by the SCNPC on October 28, 2007 and amended on April 24, 2015 and April 23, 2019, a construction work planning permit must be obtained from the competent urban and rural planning government authority for the construction of any structure, fixture, road, pipeline, or other engineering project within an urban or rural planning area.

After obtaining a construction work planning permit, subject to certain exceptions, a construction enterprise must apply for a construction work commencement permit from the construction authority under the local people’s government at the county level or above pursuant to the Administrative Provisions on Construction Permit of Construction Projects promulgated by the Ministry of Housing and Urban-Rural Development on October 15, 1999, and most recently amended on March 30, 2021 (effective from the same day).

172

Pursuant to the Administrative Measures for Reporting Details Regarding Acceptance Examination upon Completion of Buildings and Municipal Infrastructure promulgated by the Ministry of Construction on April 4, 2000 and amended on October 19, 2009, and the Provisions on Acceptance Examination upon Completion of Buildings and Municipal Infrastructure promulgated and implemented by the Ministry of Housing and Urban-Rural Development on December 2, 2013, upon the completion of a construction project, the construction enterprise must submit an application to the competent government department at or above county level where the project is located for examination upon completion of building and for filing purpose, and to obtain the filing form for acceptance and examination upon completion of construction project.

Regulations on Environmental Protection and Work Safety

Regulations on Environmental Protection

Pursuant to the Environmental Protection Law of the PRC promulgated by the SCNPC, on December 26, 1989, amended on April,24, 2014 and effective on January 1, 2015, any entity which discharges or will discharge pollutants during course of operations or other activities must implement effective environmental protection safeguards and procedures to control and properly treat waste gas, waste water, waste residue, dust, malodorous gases, radioactive substances, noise vibrations, electromagnetic radiation and other hazards produced during such activities.

Environmental protection authorities impose various administrative penalties on persons or enterprises in violation of the Environmental Protection Law. Such penalties include warnings, fines, orders to rectify within the prescribed period, orders to cease construction, orders to restrict or suspend production, orders to make recovery, orders to disclose relevant information or make an announcement, imposition of administrative action against relevant responsible persons, and orders to shut down enterprises.

Regulations on Work Safety

Under relevant construction safety laws and regulations, including the Work Safety Law of the PRC, which was promulgated by the SCNPC on June 29, 2002, most recently amended on June 10, 2021 and effective as of September 1, 2021, production and operating business entities must establish objectives and measures for work safety and improve the working environment and conditions for workers in a planned and systematic way. A work safety protection scheme must also be set up to implement the work safety job responsibility system. In addition, production and operating business entities must arrange work safety training and provide the employees with protective equipment that meets the national standards or industrial standards. Automobile and components manufacturers are subject to the aforementioned environment protection and work safety requirements.

Regulations on Fire Control

Pursuant to the Fire Safety Law of the PRC promulgated by the SCNPC on April 29, 1998, and most recently amended on April 29, 2021 and effective as of the same day, the construction entity of special construction projects must apply for fire prevention design review with fire control authorities, and complete fire assessment inspection and acceptance procedures after the construction project is completed. The construction entity of other construction projects must provide the fire safety design drawings and technical materials which satisfy the construction needs before obtaining a construction work permit or the approval of the work commencement report. If the construction entity fails to apply for or pass the fire prevention design review before the commencement of construction, fails to pass the fire safety inspection and acceptance as required before such venue is put into use, or fails to conform to the fire safety requirements after such inspection, it shall be subject to (i) orders to suspend the construction of projects, use of such projects or operation of relevant business; and (ii) a fine ranging between RMB30,000 and RMB300,000.

Regulation Related to Employment

Employment

Pursuant to the PRC Labor Law promulgated on July 5, 1994 and effective from January 1, 1995, and last revised on August 27, 2009 and December 29, 2018, respectively, as well as the PRC Labor Contract Law promulgated on June29, 2007, revised on December 28, 2012 and effective from July 1, 2013, employers must execute written labor contracts with full-time employees. Employers are prohibited from forcing employees to work above certain time

173

limits and employers must pay employees for overtime work in accordance with national regulations. All employers must comply with local minimum wage standards. Violations of the PRC Labor Contract Law and the PRC Labor Law may result in the imposition of fines and other administrative and criminal liability in the case of serious violations.

Social Insurance and Housing Fund

According to the PRC Social Insurance Law implemented on July 1, 2011 and most recently amended on December 29, 2018 and the Regulations on the Administration of Housing Funds, which was promulgated by the State Council in 1999 and most recently amended on March 24, 2019, employers in China must provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, and medical insurance and housing funds.

Interim Provisions on Labor Dispatch

Pursuant to the Interim Provisions on Labor Dispatch promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, dispatched workers are entitled to equal pay with fulltime employees for equal work. Employers are only allowed to use dispatched workers for temporary, auxiliary or substitutive positions, and the number of dispatched workers may not exceed 10% of the total number of employees.

Employee Stock Incentive Plan

Pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, or Circular7, which was issued by the State Administration of Foreign Exchange, or the SAFE, on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of an publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures.

In addition, the SAT has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees who exercise their stock option or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Regulations on Intellectual Property Rights

Patent Law

According to the Patent Law of the PRC (Revised in 2020), the State Intellectual Property Office is responsible for administering patent law in the PRC. The patent administration departments of provincial, autonomous region or municipal governments are responsible for administering patent law within their respective jurisdictions. There are three types of patents in the PRC: invention patents, utility model patents and design patents. The PRC patent system adopts a first-to-file principle, which means that when more than one person files different patent applications for the same invention, only the person who files the application first is entitled to obtain a patent of the invention. To be patentable, an invention or a utility model must meet three criteria: novelty, inventiveness, and practicability. The protection period is 20 years for an invention patent and 10 years for a utility model patent and a design patent, commencing from their respective application dates. Any individual or entity that utilizes a patent or conducts any other activities in infringement of a patent without prior authorization of the patent holder shall pay compensation to the patent holder and is subject to a fine imposed by relevant administrative authorities and, if constituting a crime, shall be held criminally liable in accordance with the law.

Regulations on Copyright

The Copyright Law of the PRC, or the Copyright Law, which took effect on June 1, 1991 and was most recently amended on November 11, 2020 and effective as of June 1, 2021, provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software.

174

Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right of reproduction. The Copyright Law as revised in 2010 extends copyright protection to Internet activities, products disseminated over the Internet and software products. In addition, the Copyright Law provides for a voluntary registration system administered by the China Copyright Protection Center, or the CPCC. According to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner. Infringers of copyright may also subject to fines and/or administrative or criminal liabilities in severe situations.

Pursuant to the Computer Software Copyright Protection Regulations promulgated by the State Council on December 20, 2001 and amended on January 30, 2013, the software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council’s copyright administrative department. The software copyright owner may authorize others to exercise that copyright, and is entitled to receive remuneration. The term of protection for software copyrights is as follows: (1) in the case of an individual, the entire lifetime of an individual and 50 years from the death of such individual, or (2) in the case of a legal person, 50 years commencing from the first publication of the software; or 50 years from the completion of the development of the software, if the software is not released to the public within 50 years after the completion of such development.

Trademark Law

According to the Trademark Law of the PRC, promulgated by the SCNPC on August 23, 1982, last amended on April 23, 2019 and effective from November 1, 2019, the period of validity for a registered trademark is 10 years, commencing from the date of registration. Upon expiry of the period of validity, the registrant shall go through the formalities for renewal within twelve months prior to the date of expiry, if intending to continue to use the trademark. Where the registrant fails to do so, a grace period of six months may be granted. The period of validity for each renewal of registration is 10 years, commencing from the day immediately after the expiry of the preceding period of validity for the trademark. In the absence of a renewal upon expiry, the registered trademark shall be canceled. As with patents, the Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such a trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use.

Industrial and commercial administrative authorities have the authority to investigate any behavior in infringement of the exclusive right under a registered trademark in accordance with the law. The infringer may be ordered by the competent administrative authorities to stop the infringing act; the infringing commodities and the tools mainly used for manufacturing of the infringing commodities and forgery of registered trademark labels may be confiscated and destroyed; the competent administrative authorities may also impose a fine of not more than five times the amount of illegal turnover on the infringer whose illegal turnover is RMB50,000 or more; if there is no illegal turnover or the illegal turnover is below RMB50,000, a fine of not more than RMB250,000 may be imposed on such infringer. Persons who have committed trademark infringement on two or more occasions within five years or persons who have committed other serious offences may be subject to severe punishment. In case of a suspected criminal offense, the case shall be timely referred to a judicial authority and decided according to law.

Regulations on Domain Names

Domain names are protected under the Measures for the Administration of Internet Domain Names issued by the MIIT, on August 24, 2017 and effective from November 1, 2017, the MIIT is the main regulatory body responsible for the administration of PRC internet domain names. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration.

Trade Secrets

According to the PRC Anti-Unfair Competition Law, promulgated by the SCNPC on September 2, 1993, as amended on November 4, 2017 and April 23, 2019 respectively, the term “trade secrets” refers to technical, business or other commercial information that is unknown to the public and is of commercial value for which the right holder has taken corresponding confidentiality measures. Under the PRC Anti-Unfair Competition Law, business persons are

175

prohibited from infringing others’ trade secrets by: (1) acquiring a trade secret from the right holder by theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (2) disclosing, using, or allowing another person to use a trade secret acquired from the right holder by any means as specified in the preceding subparagraph; (3) disclosing, using, or allowing another person to use a trade secret in its possession, in violation of its confidentiality obligation or the requirements of the right holder for keeping the trade secret confidential; and (4) abetting a person, or tempting, or aiding a person into or in acquiring, disclosing, using, or allowing another person to use the trade secret of the right holder in violation of his or her non-disclosure obligation or the requirements of the right holder for keeping the trade secret confidential. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may order stopping any illegal activities, confiscate any illegal income and fine the infringing parties.

Regulations on Foreign Investment in China

Foreign Investment Law of the PRC, or the Foreign Investment Law was promulgated by SCNPC on March 15, 2019 and become effective on January 1, 2020. The investment activities of foreign natural persons, enterprises or other organizations (hereinafter referred to as foreign investors) directly or indirectly within the territory of China including (1) establishing by foreign investors of foreign-invested enterprises in China alone or jointly with other investors; (2) acquiring by foreign investors of shares, equity, property shares, or other similar interests of Chinese domestic enterprises; (3) investing by foreign investors in new projects in China alone or jointly with other investors; (4) other forms of investment prescribed by laws, administrative regulations or the State Council, shall comply with and be governed by the Foreign Investment Law.

On January 1, 2020, Detailed Rules for the Implementation of Wholly Foreign-Owned Enterprises Law of the PRC was terminated and replaced by Regulations for Implementing the Foreign Investment Law of the PRC, and the Interim Administrative Measures for the Record-filing of the Incorporation and Change of Foreign-invested Enterprises was terminated and replaced by the Measures for the Reporting of Foreign Investment Information. According to the laws and regulations currently in effect, the registration of foreign-funded enterprises shall be conducted in accordance with the law by the SAMR or its local counterparts. Foreign investors or foreign-funded enterprises shall report investment information to the commerce departments through the enterprise registration system and the enterprise credit information publicity system.

The PRC government implements the management system of pre-entry national treatment and the Negative List for foreign investment. Pre-entry national treatment refers to the treatment accorded to foreign investors and their investments at the stage of investment entry which is no less favorable than the treatment accorded to domestic investors and their investments. Negative List refers to a special administrative measure for the entry of foreign investment in specific sectors as imposed by the PRC. The PRC accords national treatment to foreign investment in sectors outside of the Negative List. The effective Negative List is the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version) jointly promulgated by the NDRC and the MOFCOM on December 27, 2021, and effective from January 1, 2022. In accordance with the Negative List (2021 Version), there is no restriction on foreign ownership of automakers for ICE passenger vehicles, and a foreign investor is no longer prohibited from establishing more than two joint ventures to manufacture the same types of vehicle in China.

Regulations on Foreign Exchange

General Administration of Foreign Exchange

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, as most recently amended in 2008. Under PRC foreign exchange regulations, payments of current account items, such as profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the SAFE, by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital account items, such as direct investments, repayment of foreign currency-denominated loans, repatriation of investments and investments in securities outside of China.

Pursuant to the Regulation of Settlement, Sale and Payment of Foreign Exchange issued by the People’s Bank of China on June 20, 1996 which became effective on July 1, 1996, foreign-invested enterprises may only buy, sell or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial

176

supporting documents and, in the case of transactions under the capital account, obtaining approvals from the SAFE or its local counterpart. In 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or SAFE Circular59, which substantially amends and simplifies the previous foreign exchange procedure. Pursuant to SAFE Circular59, the opening and deposit of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In 2013, SAFE promulgated the Circular on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors and Supporting Documents, which specified that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC must be conducted by way of registration and banks must process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 2015, SAFE promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Circular 13. Instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, may directly review the applications, conduct the registration and perform statistical monitoring and reporting responsibilities.

On March 30, 2015, the SAFE issued the Circular on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or the SAFE Circular19, which became effective on June 1, 2015. Pursuant to the SAFE Circular19, the foreign exchange capital of a foreign-invested enterprise in its capital account, for which the monetary contribution has been confirmed by the foreign exchange authorities (or for which the monetary contribution has been credited into its capital account by the banks) may be settled at the banks on a discretionary basis of such foreign-invested enterprise under its actual operation needs. Meanwhile, the use of the Renminbi converted from their foreign exchange capital shall be subject to the restrictions as set out in the SAFE Circular19, such that it cannot be directly or indirectly used for payment beyond the business scope of such foreign-invested enterprises or as prohibited by the laws and regulations, for securities investments unless otherwise provided by the laws and regulations, for offering Renminbi entrusted loans (unless permitted by the business scope), repaying inter-enterprise borrowings (including advances by a third party) or repaying the Renminbi bank loans that have been sub-lent to a third party, or paying the expenses related to the purchase of real estate not for self-use, except for the foreign-invested real estate enterprises.

On June 9, 2016, the SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or the SAFE Circular16, which became effective therefrom. The SAFE Circular 16 unified the discretional foreign exchange settlement for all the domestic institutions and provides that enterprises registered in the PRC may also convert their foreign debts, besides their foreign currency capital, from foreign currency into Renminbi on self-discretionary basis. Furthermore, the foreign exchange proceeds under the capital account of a domestic institution shall be used within the business scope of the domestic institution and under the principles of authenticity and self-use. The SAFE Circular 16 reaffirmed that the foreign exchange proceeds under the capital account of and the Renminbi funds obtained from foreign exchange settlement by a domestic institution may be used for expenditures under the current account within its business scope or the expenditures under the capital account permitted by the laws and regulations. The foreign exchange proceeds under the capital account of and the Renminbi funds obtained from foreign exchange settlement by a domestic institution (i) shall not be used directly or indirectly for expenditures beyond the business scope of the domestic institution or as prohibited by the laws and regulations, (ii) unless otherwise provided, shall not be used directly or indirectly for securities investments or other investments than principal-secured products of banks, (iii) shall not be used for offering loans to non-affiliated enterprises, unless expressly permitted by the business scope or (iv) shall not be used for the construction or purchase of real estate not for self-use (except for real estate enterprises).

On October 23, 2019, SAFE issued Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or the SAFE Circular28, which took effect on the same day. The SAFE Circular 28 allows non-investment foreign-invested enterprises to use their capital funds to make equity investments in China, with genuine investment projects and in compliance with effective foreign investment restrictions and other applicable laws.

177

On April 10, 2020, SAFE issued the Circular on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business, which took effect therefrom, to facilitate the payments of proceeds under the capital accounts. Provided that the use of funds is true and compliant, and in compliance with the current administrative provisions on the use of the proceeds under the capital accounts, enterprises satisfying the requirements are not required to provide the banks with supporting documents to prove authenticity for each transaction beforehand when making domestic payments with the proceeds under the capital accounts, such as the capital funds and the proceeds of foreign debt or overseas listing.

Loans by the Foreign Companies to Their PRC Subsidiaries

A loan made by a foreign investor as a shareholder in the foreign-invested enterprise is considered foreign debt in China and is regulated by various laws and regulations, including the PRC Regulation on Foreign Exchange Administration, the Interim Provisions on the Management of Foreign Debts, the Statistical Monitoring of Foreign Debt Tentative Provisions, the Detailed Rules for the Implementation of Provisional Regulations on Statistics and Supervision of Foreign Debt, and the Administrative Measures for Registration of Foreign Debt. Under these rules and regulations, a shareholder loan in the form of foreign debt made to a PRC entity does not require the prior approval of the SAFE. However, such foreign debt must be registered with and recorded by the SAFE or its local branches within fifteen business days after the entering of the foreign debt contract. Pursuant to these rules and regulations, the balance of the foreign debts of a foreign-invested enterprise cannot exceed the difference between the total investment and the registered capital of such enterprise.

On January 12, 2017, the People’s Bank of China, or PBOC, promulgated the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-CoveredCross-Border Financing, or PBOC Notice No. 9. Pursuant to PBOC Notice No.9, within a transition period of one year from January 12, 2017, foreign-invested enterprises may adopt the currently valid foreign debt management mechanism, or the mechanism as provided in PBOC Notice No. 9 at their own discretions. PBOC Notice No. 9 provides that enterprises may conduct independent cross-border financing in Renminbi or foreign currencies as required. Pursuant to PBOC Notice No.9, the outstanding cross-border financing of an enterprise (the outstanding balance drawn, here and below) will be calculated using a risk-weighted approach and cannot exceed certain specified upper limits. Enterprises must file with the SAFE in its capital item information system after entering into the relevant cross-border financing contracts and prior to three business days before drawing any money from the foreign debts.

Overseas Investment

Under the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or the SAFE Circular37, issued bythe SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to making a contribution into a special purpose vehicle or SPV, to seek offshore investment and financing or conduct round-trip investment in China. Under the SAFE Circular37, a SPV is defined as offshore enterprise directly established or indirectly controlled by PRC residents for offshore equity financing or making offshore investment purposes with the enterprise assets or interests such PRC residents hold in China; the round-trip investment refers to direct investment in China by PRC residents through SPVs, namely, establishing foreign-invested enterprises to obtain ownership, control rights and management rights. An amendment to registration or subsequent filing with the local SAFEbranch by such PRC resident is also required if there is any change in basic information of the offshore company or any material change with respect tothe capital of the offshore company. At the same time, the SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-trip Investment regarding the procedures for SAFE registration under the SAFE Circular37, which became effective onJuly 4, 2014 as an attachment of Circular 37.

Under the relevant rules, failure to comply with the registration procedures set forth in the SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

In 2015, the SAFE Circular 13 amended SAFE Circular 37 by requiring PRC residents to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. PRC residents or entities who had contributed legitimate onshore or offshore interests or assets to SPVs but had not registered as required before the implementation of the SAFE Circular 37 must register their ownership interests or control in the SPVs with qualified banks. An

178

amendment to the registration is required if there is a material change with respect to the SPV registered, such as any change of basic information (including change of the PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, and mergers or divisions. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentations or failing to disclose the control of the foreign-invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the foreign exchange activities of the relevant foreign-invested enterprise, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

Pursuant to the Administrative Measures for Outbound Investment (Order No. 3 [2014] of the MOFCOM, effective on October 6, 2014) promulgated by the MOFCOM and the Administrative Measures for Outbound Investment by Enterprises (Order No. 11 of the NDRC, effective on March 1, 2018), the MOFCOM and Provincial Competent Commerce Departments shall carry out administration either by record-filing or approval, depending on different circumstances of outbound investment by enterprises. Outbound investment by enterprises that involves sensitive countries and regions or sensitive industries or projects shall be subject to administration by approval. Outbound investment by enterprises that falls under any other circumstances shall be subject to administration by record-filing. The aforementioned “sensitive project” means a project involving a sensitive country or region or a sensitive industry. The NDRC promulgated the Catalog of Sensitive Sectors for Outbound Investment (2018 Edition), effective on March 1, 2018, to list the current sensitive industries in detail.

Regulations on Dividend Distribution

The principal regulations governing dividends distributions by companies include the PRC Company Law, the Foreign Investment Law and its implementing rules. Under these laws and regulations, both domestic companies and foreign-invested companies in the PRC are required to set aside as general reserves at least 10% of their after-tax profit, until the cumulative amount of their reserves reaches 50% of their registered capital unless the laws and regulations regarding foreign investment provide otherwise. PRC companies are not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

On January 26, 2017, the SAFE issued the Notice on Promoting the Reform of Foreign Exchange Administration and Improving the Review of Authenticity and Compliance which provided that when processing the outward remittance of profits of a domestic institution equivalent to more than US$50,000, the bank shall, in light of the principle of genuine transaction, review the profit distribution resolution made by the board of directors (or by the partners), original tax filing form and audited financial statements relating to the outward remittance of profits, and chop on the original tax filing form to endorse the amount and date of the outward remittance.

Regulations on Taxation

Enterprise Income Tax

Under the Enterprise Income Tax Law of the PRC, or the EIT Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018, and its implementing rules, enterprises are classified as resident enterprises and non-resident enterprises. PRC resident enterprises typically pay an enterprise income tax at the rate of 25% while non-PRC resident enterprises without any branches in the PRC should pay an enterprise income tax in connection with their income from the PRC at the tax rate of 10%. An enterprise established outside of the PRC with its “de facto management body” located within the PRC is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define a de facto management body as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. Enterprises qualified as “High and New Technology Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform statutory tax rate.

The EIT Law and its implementation rules provide that an income tax rate of 10% should normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent

179

such dividends and gains are derived from sources within the PRC. Such income tax on the dividends may be reduced pursuant to a tax treaty between China and other jurisdictions. Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon receiving approval from the in-charge tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement on Relevant Issues Concerning the “Beneficial Owners” in Tax Treaties issued on February 3, 2018 by the SAT and effective from April 1, 2018, comprehensive analysis based on the stipulated factor therein and actual circumstances shall be adopted when recognizing the “beneficial owner” and agents and designated wire beneficiaries are specifically excluded from being recognized as “beneficial owners”.

Value-added Tax

Pursuant to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay a business tax at the rate of 5% on the revenues generated from providing such services. However, if the services provided are related to technology development and transfer, such business tax may be exempted subject to approval by the relevant tax authorities. Whereas, pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise stipulated by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchases can be offset against such output VAT.

The MOF and the SAT promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax in November 2011, and promulgated the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax in March 2016, which provides that VAT is generally imposed in lieu of business tax in the modern service industries on a nationwide basis. VAT of a rate of 6% applies to revenue derived from the provision of some modern services. Certain small taxpayers under PRC law are subject to reduced value-added tax at a rate of 3%. Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided.

On April 4, 2018, the MOF and the SAT issued the Notice on Adjustment of VAT Rates, which took effect on May 1, 2018 and provides that the taxable goods previously subject to VAT rates of 17% and 11% respectively are subject to lower VAT rates of 16% and 10% respectively starting from May 1, 2018. Furthermore, according to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the MOF, the SAT and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods previously subject to VAT rates of 16% and 10% respectively become subject to lower VAT rates of 13% and 9% respectively starting from April 1, 2019.

Dividend withholding tax

The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-resident investors that do not have an establishment or place of business in China, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within China.

Pursuant to the Double Tax Avoidance Arrangement and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have met the relevant conditions and requirements under this arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate

180

due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Pursuant to the Announcement on Relevant Issues Concerning the “Beneficial Owners” in Tax Treaties, which was issued on February 3, 2018 by the SAT and became effective on April 1, 2018, when determining the applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors, including, without limitation, whether the applicant is obligated to pay more than 50% of her or his income in twelve months to residents in a third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant any tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and such factors will be analyzed pursuant to the actual circumstances of the specific cases. This circular further provides that an applicant who intends to prove her or his status as the “beneficial owner” must submit the relevant documents to the relevant tax bureau pursuant to the Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements.

Tax on Indirect Transfer

On February 3, 2015, the SAT issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Circular 7. Pursuant to SAT Circular7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRCresident enterprises, may be recharacterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonablecommercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from suchindirect transfer may be subject to PRC enterprise income tax. When determining whether there is a “reasonable commercial purpose” of the transactionarrangement, features to be taken into consideration include, inter alia, whether the main value of the equity interest of the relevant offshore enterprisederives directly or indirectly from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirectinvestment in China or if its income is mainly derived from China; and whether the offshore enterprise and its subsidiaries directly or indirectly holdingPRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure. According to the SAT Circular7, where thepayer fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Latepayment of applicable tax will subject the transferor to default interest. The SAT Circular 7 does not apply to transactions of sale of shares by investorsthrough a public stock exchange where such shares were acquired on a public stock exchange. On October 17, 2017, the SAT issued the Circular on Issues of Tax Withholding regarding Non-PRC Resident Enterprise Income Tax, or SAT Circular37, which further elaborates the relevant implementalrules regarding the calculation, reporting and payment obligations of the withholding tax by the non-resident enterprises. Nonetheless, there remain uncertainties as to the interpretation and application of the SAT Circular 7. The SAT Circular 7 may be determined by the tax authorities to be applicable to our offshore transactions or sale of our shares or those of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved.

M&A Rules and Overseas Listing

On August 8, 2006, six PRC governmental and regulatory agencies, including the MOFCOM and the China Securities Regulatory Commission, or the CSRC, promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006 and was revised on June 22, 2009. The M&A Rules, among other things, requires that if an overseas company established or controlled by PRC companies or individuals, or PRC citizens, intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC citizens, such acquisition must be submitted to the MOFCOM for approval. The M&A Rules purport, among other things, to require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and relevant five guidelines, which became effective on March 31, 2023 (the “Effective Date”). The Trial Measures will comprehensively improve and reform the existing regulatory regime for overseas offering and listing of PRC domestic companies’ securities and will regulate both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing- based regulatory regime.

181

According to the Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfil the filing procedure with the CSRC and report relevant information. The Trial Measures provide that an overseas listing or offering is explicitly prohibited, if any of the following occurs: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the controlling shareholder(s) and/or the actual controller of the domestic company have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Trial Measures also provide that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) any of the operating income, gross profit, total assets, or net assets of the PRC enterprise in the most recent fiscal year was more than fifty percent (50%) of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (2) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, or the principal place of business is in the PRC or the main part of the business operations are carried out in the PRC. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three (3) business days after such application is submitted. A domestic enterprise achieving direct or indirect overseas listing through one or more acquisitions, share swap, share transfer or other trading arrangement shall also complete the filing procedures. The Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed the overseas offerings and listings.

In addition, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfil the filing procedure and report relevant information to the CSRC; if a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (1) on or prior to the Effective Date, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; and (2) domestic companies that have obtained approval from overseas regulatory authorities or securities exchanges (for example, the United State market has approved the effectiveness of registration) for their indirect overseas offering and listing prior to the Effective Date but have not yet completed their indirect overseas issuance and listing, shall complete the overseas listing before September 30, 2023; if domestic companies fail to complete the overseas listing before September 30, 2023, they shall file with the CSRC according to the Trial Measures and five supporting guideline.

182

MCAF’S BUSINESS

In this section references herein to the “MCAF” and to “we,” “us,” and “our” refer to Mountain Crest Acquisition Corp. IV.

Introduction

We are a blank check company formed under the laws of the State of Delaware on March 2, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region our target operates in, it is our intention to pursue prospective targets that are in North America. Our only activities since our inception have been organizational in nature and those in connection with the MCAF IPO.

The registration statement for the MCAF IPO was declared effective on June 29, 2021. On July 2, 2021, we consummated the MCAF IPO of 5,000,000 MCAF units at a per unit price of $10.00 generating gross proceeds of $50,000,000. Each MCAF Unit consisted of one share of MCAF Common Stock and one MCAF Right to receive 1/10th of one share of MCAF Common Stock upon consummation of a business combination. Simultaneously with the closing of the MCAF IPO, we consummated the private placement (“Private Placement”) with Mountain Crest Holdings IV LLC of 195,000 units (the “Private Units”), generating total proceeds of $1,950,000. Each Private Unit consisted of one share of MCAF Common Stock and one MCAF Right. We also issued 160,000shares of Common Stock (the “Representative Shares”) to Network 1 Financial Securities Inc., as the representative of the underwriters of the MCAF IPO.

On July 6, 2021, in connection with the underwriters’ exercise of their over-allotment option in full, we consummated the sale of an additional 750,000 MCAF Units for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, we also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Units, generating total proceeds of $150,000. A total of $7,500,000 was deposited into the Trust Account.

Following the MCAF IPO, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $57,500,000 was placed in the Trust Account. In connection with the Actual Redemptions, an aggregate of approximately $43,618,070 was removed from the Trust Account to pay for such redemptions. As of June30, 2023, the balance in the Trust Account was approximately $15,892,410.

We may withdraw from the Trust Account interest earned on the funds held therein necessary to pay our income or other taxes, if any. Except as described in the subsection below entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAF,” these proceeds will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding shares of Common Stock sold to the public in the MCAF IPO upon our failure to consummate a business combination within the required time period.

The remaining proceeds from the MCAF IPO and simultaneous Private Placement, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

Effecting Our Initial Business Combination

We have until January2, 2024 (unless such date has been extended) to consummate our initial business combination. The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the amount of deferred underwriting commissions held in trust and taxes payable) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. Our board of directors determined that this test was met in connection with the Business Combination with Pubco as described in the section titled “The Business Combination Proposal” above.

183

Submission of Our Initial Business Combination to a Stockholder Vote

The Sponsor has agreed (1) to vote any shares of MCAF Common Stock owned by it in favor of any proposed business combination, (2) not to convert any shares of MCAF Common Stock in connection with a stockholder vote to approve a proposed initial business combination and (3) not to sell any shares of MCAF Common Stock in any tender in connection with a proposed initial business combination. As a result, we would need none of the 1,506,991 outstanding public shares sold in the MCAF IPO to be voted in favor of a transaction in order to proceed with the initial business combination.

Conversion Rights

In connection with the vote on the Business Combination, any public stockholder, whether voting for or against the proposal, will be entitled to demand that his or her shares of Common Stock be converted for a full pro rata portion of the amount then in the trust account (estimated to be approximately $10.00 per share), plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion rights with respect to 20% or more of the shares of MCAF Common Stock sold in the MCAF IPO. Such a public stockholder would still be entitled to vote against the Business Combination with respect to all shares of MCAF Common Stock owned by him or her, or his or her affiliates. None of our insiders will have the right to receive cash from the trust account in connection with a stockholder vote to approve the Business Combination with respect to any shares of MCAF Common Stock owned by them, directly or indirectly, whether acquired prior to the MCAF IPO or purchased in the MCAF IPO or in the aftermarket.

Liquidation if No Business Combination

Our amended and restated certificate of incorporation provides that we will have until January2, 2024 to consummate the Business Combination.

If we are unable to consummate the Business Combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our insiders have waived their rights to participate in any redemption with respect to their insider shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time period or if the stockholders seek to have us convert their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

184

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period until we are no longer an “emerging growth company.”

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Facilities

We currently maintain our principal executive offices at 311 West 43rd Street, 12th Floor, New York, NY 10036. The cost for this space is included in the $10,000 per-month fee payable to Mountain Crest Holdings IV LLC, for office space, utilities and secretarial services. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Employees

We have one executive officer. This individual is not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time he will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. We do not intend to have any full-time employees prior to the consummation of our initial business combination.

Legal Proceedings

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 10 years preceding the date of this proxy statement.

185

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with “Selected Historical Financial Information of the Company,” and our consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus. This discussion and analysis contain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus.

References in this section to “we,” “our,” “us,” “the Company” or “CH-Auto Technology” generally refer to CH-Auto Technology Corporation Ltd. and its PRC Subsidiaries.

Overview

We design, develop, manufacture and sell fully electric vehicles and vehicle components and offer automotive design service to major auto brands. We are among the 16 automobile manufacturers in China that have obtained the “dual qualifications” (i.e., registration with the NDRC for new energy passenger vehicle production and qualification for automobile manufacturing enterprises approved by the MIIT) for manufacturing EVs, as of the date of this proxy statement/prospectus. We also own our sales and sell our EVs directly to customers through our online platforms. We focus on lightweight materials, affordable customization, user safety and EV performance when we design and manufacture our products. We strive to create an affordable and enjoyable driving experience for our customers.

Our automotive design experience can be traced back to 2003, when our core management started the automotive design service through Beijing Changcheng Huaguan Automotive Technology Development Co., Ltd. Our executive team has led the development of numerous automobile models for major mainstream Chinese auto brands, such as Geely, Chery, FAW and GAC.

With a decade of operations, we accumulated a rich repertoire of proprietary technologies and industry know-how, and established a self-owned EV brand, Qiantu, in 2015. We released our first EV model K50, a luxury all-electric super sports car, in 2018 and our second EV model K20, an affordable urban EV, in June 2022. Below is a summary of these three EV models’ key features.

•K50, a two-seater, all-electric, all-wheel drive super sports car, was our first vehicle model released in 2018, featuring high-performance motoring and lightweight technology and designed to bring exceptional sports car driving experiences. K50’s twin-motor design delivers extraordinary acceleration capability with a maximum speed of approximately 200 kilometers per hour, enabling it to accelerate from zero to 100 kilometers per hour in less than 4.6 seconds. As of the date of this proxy statement/prospectus, we have sold 140 K50s.

•K20, released in June 2022, is a small-size, two-seater hatchback specially targeting urban middle-class consumers, who we believe have strong purchasing power. K20 has an all-aluminum body structure and features modern designs with a sports car proportion. As of the date of this proxy statement/prospectus, we have approximately 32,000 non-binding pre-sale orders for the K20.

•K25, our next vehicle model, is a four-seater hatchback with high mechanical performance similarly targeting urban middle-class consumers who require more space.

In addition to K25, we plan to release another two vehicle models in the next three years.

We started to face a cashflow shortage in the end of 2019 and the COVID-19 crisis also further exacerbated our cash flow position. Consequently, although we continued to operate our automotive design business, we temporarily halted our EV production in 2020 and 2021. We gradually resumed our production since late 2021, and focused on optimizing our operations and developing our new vehicle models, K20 and K25. Our total net revenue was US$6.5million and US$9.0million in 2021 and 2022, respectively. We incurred a net loss of US$67.6million and US$130.1million in 2021 and 2022, respectively.

186

General Factors Affecting Our Results of Operations

The demand for our EVs is affected by various general factors, including (1) the macroeconomic conditions in China and the growth of the overall EV markets in China; (2) the customer acceptance and penetration rate of EVs in China, which is in turn affected by, among other things, functionality and performance of EVs, total cost of ownership of EVs, and availability of battery charging network; (3) government policies and regulations for EV industry, such as subsidies for EV purchases and government grants for EV manufacturers; and (4) development, and customer acceptance and demand, of smart technology functions, such as advanced driver-assistance and smart connectivity. Changes in any of these general industry conditions could affect our business and result of operations.

Specific Factors Affecting Our Results of Operations

In addition to the general factors affecting the EV markets in China, our business and results of operations are also affected by company specific factors, including the following major factors:

Ability to grow our customer base

We design our EVs to satisfy the needs and preferences of customers in China. We strive to deliver to our customers feature-rich vehicles with advanced technologies and superior customer experience to enhance our brand recognition among our target customers. Enhanced customer satisfaction will drive word-of-mouth referrals and build up our brand effect, which will reduce our customer acquisition costs. Our ability to grow our customer base also depends on the scale and efficiency of our sales network. Our integrated online and offline sales model serves to attract sufficient traffic to access more potential customers and enhance brand image with our online marketing campaigns and perform vehicle delivery and after-sales services with our offline stores and distributors. As we continue to develop and release new EV models, invest in our brand and expand our sales and service network, we expect to attract more customers and grow our revenues.

Ability to continue to roll out new competitive EV models

Our ability to continue to introduce new smart EV models will be a critical contributor to our future growth. We have released two EV models, K20 and K50. As of the date of this proxy statement/prospectus, we had sold 138 K50s and have received approximately 32,000 pre-sale orders for K20. Both K20 and K50 were developed based on our proprietary Frame Shell technology, benefiting from which, we are able to develop and mass manufacture a new model from concept to release in approximately 24 months. Our next vehicle model, K25, is a four-door, four-seater hatchback that inherits the high mechanical performance of our K20 and K50 models. In addition to K25, we plan to release another two vehicle models in the next three years catering to different consumer groups to expand our product portfolio and customer base. We have demonstrated our competitiveness in the market by ensuring high speed to market and prompt responsiveness to customer needs. We expect our revenue growth to be driven in part by the continued expansion of our vehicle portfolio.

Ability to effectively manage costs and expenses

Our results of operations are affected by our ability to effectively manage our costs and maintain and improve our operating efficiency. We aim to improve operating efficiency in every aspect of our business, such as product development, supply chain, manufacturing, sales and marketing, as well as service offerings. We have strategically developed our proprietary Frame Shell technology, which allows us to expedite new model releases and lower cost and research and development expenses. Specifically, we expect that our cost of sales will be affected primarily by our production volume and, to a lesser extent, fluctuations in certain key raw material prices. Our material cost is expected to reduce as we ramp up production and sales volume, gain more bargaining power in dealing with suppliers, and gradually achieve economies of scale. As we continue to release new models and increase sales of our vehicles, we expect our costs and expenses as a percentage of our revenue to decrease.

187

Ability to continue product and technology innovation and offer advanced software systems

Our ability to continue product and technology innovation is crucial in keeping our products competitive in the market. It requires unremitting significant investment in research and development and a team of talented research and development personnel. We have developed most of our key technologies in-house to achieve a rapid pace of innovation. These technologies encompass both software, including in-car interactive systems, and core vehicle components, including our proprietary aluminum body structure and high-performance battery system. We have, accordingly, dedicated significant resources toward research and development. In 2021 and 2022, research and development expenses were US$4.0 million and US$1.5million, respectively. We have assembled a strong team of in-house research and development personnel. As of December31, 2022, we had 69 full-time employees devoted to research and development, accounting for 22.6% of our total employees. However, due to the slow production recovery rate, we have suspended most of our in-house development functions in 2022. We will continue to recruit and retain talented software developers and engineers to grow our strength in the key technologies when our financial position improves. We believe our continued investment on product and technology innovation will further differentiate our EVs, which will in turn enhance our competitiveness.

Moreover, we continue to provide and upgrade the software systems on our vehicles to improve driving experience. The success of our software offerings will depend on our abilities to develop advanced software and seamlessly integrate it with the hardware of our EVs. We expect smart software sales to improve our gross margins.

Impact of COVID-19 pandemic

The COVID-19 pandemic has affected the global and Chinese economy, automotive industry in general and our operations. The outbreak resulted in nationwide restrictions in travel and public transport, and implementation of social distancing measures, and as a result, significantly disrupted the marketing and sales activities of our K50. In addition, our suppliers of certain parts and raw materials such as chips experienced manufacturing bottlenecks due to a shortage of labor. Our operations have experienced disruptions, such as temporary closure of our offices and/or those of our customers or suppliers and suspension of services, resulting in the halt of vehicle production, and in turn fewer vehicles delivered, which have materially and adversely affected our business, financial condition, results of operations and cash flow. For example, in 2021 and 2022, we defaulted on payments to our suppliers, terminated employment with many employees, and postponed the payment of salary on several occasions. As a result, we were subject to a number of legal disputes in relation to breach of contracts and wage arrears. Moreover, although we had not experienced supply chain disruptions in 2020 and 2021 as a result of our halted production, the resurgence of COVID-19 pandemic in various regions of China since early 2022, such as that in Shanghai since March 2022, had caused a shortage in raw materials and components and suspension of K50 manufacturing. Many of the restrictive measures previously adopted by the PRC governments at various levels to control the spread of the COVID-19 virus have been revoked or replaced with more flexible measures since December 2022, and there has recently been and may continue to be an increase in COVID-19 cases in China, and as a result, we experienced temporary disruption to business operations where many employees were infected with COVID-19 in December 2022. Furthermore, to the extent the COVID-19 pandemic adversely affects our business and financial condition, it has and may continue to have the effect of heightening many of the other risks, such as those, relating to our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness. COVID-19 pandemic may also adversely affect the general economic condition in China, and thus reduce consumer spending and demand for EVs, which may directly affect the demand of our vehicles and business. As we temporarily halted our production in 2020 and first half of 2021, the decline in consumer demand for our vehicles was not evident. We had closely monitored our customer accounts and had not experienced significant bad debt of accounts receivable as of December31, 2022. However, the ultimate impact of COVID-19 on our business, results of operations, financial condition, and cash remain uncertain at this time. See “Risk Factors — Risks Relating to the Company — Risks Relating to Our Business Operations — The COVID-19 outbreak has adversely affected our results of operations.”

188

Results of Operations

The following tables set forth a summary of our consolidated results of operations, in absolute amount and as a percentage of our revenues for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

	For the years ended December 31,
	2021				2022
	US$		%		US$		%
Net revenues	6,482,385		100.0		9,044,880		100.0
Cost of revenues	(4,790,169	)	(73.9	)	(14,412,447	)	(159.3	)
Gross profit/(loss)	1,692,216		26.1		(5,367,567	)	(59.3	)
Operating expenses
Selling and marketing expenses	(5,195,686	)	(80.2	)	(4,762,351	)	(52.7	)
General and administrative expenses	(48,773,387	)	(752.4	)	(54,006,925	)	(597.1	)
Research and development expenses	(3,970,106	)	(61.2	)	(1,535,219	)	(17.0	)
Impairment loss on long-lived assets	—		—		(54,446,534	)	(602.0	)
Total operating expenses	(57,939,179	)	(893.8	)	(114,751,029	)	(666.8	)
Loss from operations	(56,246,963	)	(867.7	)	(120,118,596	)	(726.1	)
Other expenses
Investment income	111,264		1.7		—		—
Interest expenses	(12,491,328	)	(192.7	)	(10,459,911	)	(115.6	)
Other expenses, net	1,056,506		16.3		455,953		5.0
Total other expenses, net	(11,323,558	)	(174.7	)	(10,003,958	)	(110.6	)
Loss before income tax expense	(67,570,521	)	(1,042.4	)	(130,122,554	)	(836.7	)
Income tax expense	—		—		—		—
Net loss	(67,570,521	)	(1,042.4	)	(130,122,554	)	(836.7	)

Key Components of Results of Operations

Net revenues

We generate net revenues primarily from (1) vehicle design services, (2) vehicle sales, and (3) other sources, primarily consisting of merchandise sales in our direct sales stores. In 2021 and 2022, our net revenues were US$6.5million and US$9.0million, respectively. For our vehicle design service, we provide design service to major mainstream Chinese auto brands, such as Geely, Chery, FAW, etc., and deliver design scheme and automobile models. The following table sets forth a breakdown of our net revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the period indicated.

	For the years ended December 31,
	2021		2022
	US$	%	US$	%
Net revenues:
Vehicle design service	5,969,757	92.1	8,447,920	93.4
Vehicle sales	392,350	6.1	428,288	4.7
Others	120,278	1.8	168,672	1.9
Total net revenues	6,482,385	100.0	9,044,880	100.0

189

Cost of revenues

Our cost of revenues for vehicle design service primarily comprises material costs, labor costs, outsource costs and depreciation and amortization expenses. Our cost of revenues for vehicle sales primarily comprises material costs, labor costs and manufacturing overheads. The following table sets forth a breakdown of our cost of revenues by business lines, expressed as an absolute amount and as a percentage of the total cost of revenues, for the period indicated.

	For the years ended December 31,
	2021		2022
	US$	%	US$	%
Cost of revenues:
Vehicle design service	4,324,380	90.3	5,861,548	40.7
Vehicle sales	455,840	9.5	431,424	3.0
Others	9,949	0.2	23,869	0.2
Provision for obsolete stocks	—	—	8,095,607	56.1
Total cost of revenues	4,790,169	100.0	14,412,447	100.0

Selling and marketing expenses

Our selling and marketing expenses primarily consist of (1) advertising costs and market promotion expenses, (2) staff cost, (3) share-based compensation expenses, (4) rental fees and (5) depreciation related to selling and marketing functions.

	For the years ended December 31,
	2021		2022
	US$	%	US$	%
Selling and marketing expenses:
Staff costs	2,277,222	43.8	1,634,279	34.3
Promotion fees	279	—	1,210,333	25.4
Rental expense	1,335,363	25.7	634,913	13.3
Depreciation and amortization	1,026,206	19.8	564,074	11.8
Share-based compensation expense	177,241	3.4	119,002	2.5
Others	379,375	7.3	599,750	12.7
Total selling and marketing expenses	5,195,686	100.0	4,762,351	100.0

General and administrative expenses

Our general and administrative expenses primarily consist of (1) staff cost, (2) litigation expenses, (3) depreciation related to general and administrative personnel, (4) share-based compensation expenses, (5) asset impairment, (6) professional service fees, (7) properties rental fees, and (8) other corporate expenses including idle cost.

	For the years ended December 31,
	2021		2022
	US$	%	US$	%
General and administrative expenses:
Depreciation and amortization	22,698,749	46.5	21,957,622	40.7
Staff cost	12,903,351	26.5	12,903,351	23.9
Litigation expense	7,737,741	15.9	10,946,478	20.3
Others	5,433,546	11.1	8,199,474	15.1
Total general and administrative expenses	48,773,387	100.0	54,006,925	100.0

190

Research and development expenses

Our research and development expenses primarily consist of design and development expenses for new technology, including (1) payroll and related expenses for research and development professionals, (2) depreciation and amortization expenses, (3) manufacturing consignment, (4) materials, supplies and (5) others.

	For the years ended December 31,
	2021		2022
	US$	%	US$	%
Research and development expenses:
Depreciation and Amortization	1,061,039	26.7	1,032,123	67.2
Manufacturing consignment	69,875	1.8	160,141	10.4
Staff costs	2,712,514	68.3	128,393	8.4
Material expense	55,884	1.4	113,936	7.4
Others	70,794	1.8	100,626	6.6
Total research and development expenses	3,970,106	100.0	1,535,219	100.0

Impairment loss on long-lived assets

Our impairment loss on long-lived assets consisted of impairment loss of machinery, vehicle, electronic equipment, office equipment, trademark and software. Machinery equipment consisted of welding production system, body distribution center, chassis, interior decoration and other assembly lines, moulds and other various equipment, that were all directly related to the production of vehicles. Trademark consisted of, among others, patents and trademarks of independent research and development products and design related to battery and other components and system. Software consisted of Enterprise Resource Planning (ERP) system, System Applications and Products (SAP) system, and software applied in production.

Taxation

Cayman Islands

The Pubco is incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

PRC

The EIT Law applies a uniform enterprise income tax rate of 25% to both FIEs and domestic enterprises. Certified high and new technology enterprises, or HNTEs, are entitled to a preferential statutory enterprise income tax rate of 15%, subject to renewal every three years. During the three-year period, an HNTEmust conduct a self-review each year to ensure it meets the HNTE criteria and is eligible for the 15% preferential tax rate for the given year. CH-Auto Technology obtained its HNTE status in 2020. Each of WATTPACK Technology Co., Ltd and Qingdao Zuki Industrial Design Co., Ltd. obtained HNTE status in 2019 and renewed the status in 2022. Each of Beijing WATTPACK Intelligent Control Electric Vehicle Technology Co., Ltd. and CH-Auto Automobile R & D Co., Ltd. obtained HNTE status in 2019, and has ceased to enjoy preferential tax treatment since December 2022. The HNTE status entitles the relevant entities to enjoy the preferential tax rate of 15% for a period of 3 years.

Enterprises engaging in research and development activities are entitled to claim 200% of their qualified research and development expenses so incurred as tax deductible expenses when determining their assessable profits for the year. The additional deduction of 100% of qualified research and development expenses can only be claimed directly in the annual EIT filing and subject to the approval from the relevant tax authorities.

According to Taxation [2019] No.13, which was effective from January1, 2019 to December31, 2021, an enterprise is recognized as a small-scale and low-profit enterprise when (1) its taxable income is less than RMB3.0million; (2) the number of employees does not exceed 300; (3) the total assets does not exceed RMB50.0million. A small-scale and low-profit enterprise receives preferential tax treatment, including a preferential tax rate of 2.5% on its taxable income below RMB1.0million and another preferential tax rate of 10% on its taxable income between RMB1.0million and

191

RMB3.0million in 2021. According to Taxation [2021] No.12, which was effective from January1, 2021 to December31, 2022, a small-scale and low-profit enterprise receives preferential tax treatment, including preferential tax rate of 2.5% on its taxable income below RMB1.0million in 2021 and 2022. According to Taxation [2022] No.13, which is effective from January1, 2022 to December31, 2024, a small-scale and low-profit enterprise receives preferential tax treatment, including preferential tax rate of 5% on its taxable income between RMB1.0million and RMB3.0million in 2022.

Dividends payable by a foreign investment enterprise in the PRC to its foreign investors who are non- resident enterprises and who have not formed permanent establishments or premises in the PRC, or have formed permanent establishments or premises but there is no actual relationship between the income derived in PRC and the established institutions or premises, are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a different tax levying and/or withholding arrangement. Pursuant to the Double Taxation Avoidance Arrangement, if certain requirements are satisfied, the dividends payable by a PRC enterprise to a Hong Kong resident shall be subject to withholding tax at the preferential rate of 5%, provided that the relevant tax authorities have the sole discretion in the grant and adjustment of such preferential tax arrangement considering the purpose of obtaining it.

The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a “resident enterprise” and consequently be subject to the PRC income tax at the rate of 25% for its global income. The EIT Law defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others of a non-PRC company is located.” In April 2009, the SAT issued a circular, known as SAT Circular82, which has been amended in December 2017, provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in PRC. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in the PRC if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel located in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC. Based on a review of surrounding facts and circumstances, we do not believe that it is likely that our operations outside of the PRC will be considered a resident enterprise for PRC enterprise income tax purposes. However, due to limited guidance and implementation history of the EIT Law, there is uncertainty as to the application of the EIT Law. If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a resident enterprise under the EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%, and a 10% withholding tax from dividends payable to its non-resident enterprise shareholders (or 20% in the case of non-resident individual shareholders) unless an applicable tax treaty provides otherwise. The Cayman Islands, where the Pubco is incorporated, does not have a tax treaty with PRC. In addition, unless an applicable tax treaty provides otherwise, its non-resident enterprise shareholders may be subject to a 10% PRC tax on capital gains realized on the sale or other disposition of the ordinary shares (or 20% in the case of non-resident individual shareholders), if such income is treated as sourced from within the PRC. It is unclear whether non-PRC shareholders of the Pubco would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that the Pubco is treated as a PRC resident enterprise.

Comparison of Years Ended December 31, 2021 and 2022

Net Revenues

Our net revenues increased by 38.5% from US$6.5 million in 2021 to US$9.0million in 2022.

Our net revenues from vehicle design service increased by 40.0% from US$6.0 million in 2021 to US$8.4million in 2022, primarily due to an increase in the average customer spending for our projects, driven by our widely recognized design and development capabilities and increased demand for EV design service along with the development of EV industry.

192

Our net revenues from vehicle sales were US$0.4 million and US$0.4million in 2021 and 2022, respectively. The net revenues from vehicle sales represented our sales of five and six vehicles in 2021 and 2022, respectively. As a result of fund shortages and impact of the COVID-19 pandemic, we suspended vehicle manufacturing during the first half of 2021 and gradually resumed our production in late 2021. The vehicles sold in 2022 were manufactured in late 2021.

Our net revenues from others were US$120,278 and US$168,672 in 2021 and 2022, respectively, primarily representing sales of merchandise such as coffee and magazine in our brand stores.

Cost of revenues

Our cost of revenues increased significantly from US$4.8 million in 2021 to US$14.4million in 2022. Our cost of revenues for vehicle design services increased from US$4.3 million in 2021 to US$5.9million in 2022, generally in line with the revenue increased in vehicle design service. Our cost of revenues for vehicle sales were US$0.5 million in 2021 and US$0.4million in 2022, generally in line with our vehicle sales volume. Our provision for obsolete stocks amounted to nil and US$8.1million in 2021 and 2022, respectively.

Gross profit/(loss) and margin

As a result of the foregoing, we recorded a gross profit of US$1.7 million and a loss of US$5.4million in 2021 and 2022, respectively, representing a gross profit margin of 26.1% and a gross loss margin of 59.3% in 2021 and 2022, respectively.

Operating expenses

Our operating expenses increased from US$57.9 million in 2021 to US$114.8million in 2022, primarily due to the following:

Selling and marketing expenses

Our selling and marketing expenses decreased from US$5.2 million in 2021 to US$4.8million in 2022, primarily due to (1) a decrease of US$0.7million in staff cost, as a result of decrease in the headcount of our selling and marketing personnel, attributable to reduced operational needs, and (2) a decrease of US$0.7million in rental fees, as a result of the closure of brand stores, partially offset by an increase of US$1.2million in promotion fees, attributable to the advertising for the pre-sale of K20 on media.

General and administrative expenses

Our general and administrative expenses increased from US$48.8 million in 2021 to US$54.0million in 2022, primarily due to an increase of US$3.2million in litigation expense, which included the interest incurred for default on the overdue payments.

Research and development expenses

Our research and development expenses decreased from US$4.0 million in 2021 to US$1.5million in 2022, primarily due to the decreases in research and development activities and the number of research and development projects carried out in 2022.

Impairment loss on long-lived assets

Our impairment loss on long-lived assets amounted to US$54.4million in 2022, consisting of impairment of property, plant and equipment of US$51.4million and impairment of intangible assets of US$3.0million due to the lack of continuous flowing-in pre-sale orders and sufficient fund, as well as feasible plan to commence production and volume delivery during the preparation of the financial statements for the year ended December31, 2022. The expected future undiscounted cash flows from production and operations without supportable forecast by use of the machinery, vehicle, electronic equipment, office equipment, trademark and software were less than the carrying value of these assets. In addition, considering the asset specificity and the cost to the sale, such as the legal, tax and title transfer fees, the expected recover value was determined to be insignificant. Accordingly, the carrying value of these long-lived assets as of December31, 2022 was impaired to negligible level.

193

The impairment of US$51.4million, the depreciation of $US21.8million and the effect of exchange rate changes of US$9.3million for the year ended December31, 2022 contributed to the substantial decrease of the balance of property, plant, and equipment, net, from US$146.5million as of December31, 2021 to US$64.0million as of December31, 2022.

Other expenses

Other expenses decreased from US$11.3 million in 2021 to US$10.0million in 2022, primarily due to a decrease of US$2.0million in interest expense as a result of the decrease in our loans and borrowings as we repaid certain liabilities 2022.

Income tax expense

As a result of our operating loss position in 2021 and 2022, we did not incur income tax expense in 2021 or 2022.

Net loss

As a result of the foregoing, we recorded net loss of US$67.6 million and US$130.1million in 2021 and 2022, respectively.

Liquidity and Capital Resources

Our primary sources of liquidity have been through financing from third-party investors, bank borrowings and issuance of related party loans. As of December31, 2021 and 2022, we had a total of US$153.8million and US$94.6million, respectively, in short-term or long-term borrowings from commercial banks and other third parties. These borrowings have a term of one to ten years and weighted average interest rates of 7.31% and 8.49% per annum as of December31, 2021 and 2022, respectively. As of the date of this proxy statement/prospectus, we are in default of US$90.4million, due to financial constraints. In connection with our long-term and short-term borrowings, we and certain of our shareholders pledged to the lenders the equity interests in us and our PRC Subsidiaries, as the case may be, and such equity pledges restricted our ability to transfer or pledge the relevant equity interests to other third parties and receive dividends. Such equity pledges currently do not, however, restrict our or our shareholders’ ability to vote to approve the Business Combination or issue additional securities, because unless the equity pledges are realized, the existing equity pledges will not restrict our or our shareholders’ rights (including the voting rights) except for the ability to dispose of (including transferring or pledging) the relevant equity interests to other third parties. The equity pledges have not materially affected our normal business operations. In addition, we pledged our interests in equipment, land and fixtures of our Suzhou Plant in connection with certain of our liabilities. Among others, we borrowed from China Everbright Bank Co., Ltd. (Suzhou Branch) an aggregate amount of US$7.1million in 2019 in two separate loan transactions, and these borrowings had a term of six months and interest rate of 5.44% and 6.09% per annum, respectively. We defaulted under the loan agreements with China Everbright Bank Co., Ltd., for which some of our manufacturing equipment were pledged in connection with the transaction, and as of the date of this proxy statement/prospectus, our manufacturing activities and business operations have not been adversely affected by such default. The terms of the loan agreements with China Everbright Bank Co., Ltd. (Suzhou Branch) are qualified in their entirety by reference to the full text of such agreements, filed as exhibits 10.13 and 10.14 to this proxy statement/prospectus. After negotiation with China Everbright Bank Co., Ltd., China Everbright Bank Co., Ltd. transferred the loan instrument and its rights and obligations thereunder to Nanjing Xingzhi Science and Technology Industry Development Co., Ltd. (“Nanjing Xingzhi”), and we intend to repay Nanjing Xingzhi with proceeds from private financings.

As of December31, 2021 and 2022, we had a total of US$99.1million and US$91.0million, respectively, in accounts and notes payable. The balance of accounts payable associated with lawsuits were US$65.5million and US$73.1million as of December31, 2021 and 2022, respectively. As of the date of this proxy statement/prospectus, we are in default of US$84.5million on the court ordered payments due to financial constraints.

As of December31, 2021 and 2022, we had a total of US$45.1million and US$37.3million, respectively, in payroll payable. The balances of payroll as of December31, 2021 and 2022 that were associated with lawsuits were US$17.9million and US$13.3million, respectively. As of the date of this proxy statement/prospectus, we are in default of US$13.2million on the court ordered payments due to financial constraints.

Certain third parties, other than suppliers or former employees, filed lawsuits against us. The balance of accrued expenses and other current liabilities associated with these lawsuits were US$21.3million and US$21.3million as of December31, 2021 and 2022, respectively; and as of the date of this proxy statement/prospectus, we are in default of US$28.6million on the court ordered payments due to financial constraints.

194

As of December31, 2021 and 2022, we had a total of US$0.3million and US$13.1million, respectively, in total non-current liabilities. The balance as of December31, 2021 mainly consisted of long-term loans and borrowings and the balance as of December31, 2022 mainly consisted of amount due to a related party. As of December31, 2021 and 2022, we had a total of US$118.1million and US$120.8million, respectively, in accrued expenses and other current liabilities, of which litigation payable was US$16.7million and US$27.9million, respectively, consisting of penalties and accrued interests associated with suppliers’ and third parties’ lawsuits, as determined by court verdicts.

We historically repaid a portion of our liabilities by assigning account receivables and issuing equity interests to our creditors. For instance, we borrowed from Mr.Chenhui Feng an aggregate amount of US$48.6million (RMB310million) in 2021 in two separate loan transactions, and both loans had a term of one year and interest rate of 6.6% per annum. We subsequently entered into supplemental loan agreements with him to convert US$29.8million (RMB190million) of the debt into equity in our company. The terms of the agreements with Mr.Chenhui Feng are qualified in their entirety by reference to the full text of such agreements, filed as exhibits 10.15, 10.16, 10.17 and 10.18 to this proxy statement/prospectus. We currently continue our efforts to raise capital for our business on reasonable terms through additional equity offerings, debt financing or additional bank facilities. In the event that we are unable to receive any financing or settle any of our debt obligations prior to the consummation of the Business Combination, below is our plan to fund operations, cure loans, debt, accounts payable and liabilities in default, and settle lawsuits or satisfy judgements:

•After the consummation of the Business Combination, Pubco expects to receive approximately nil and US$33.0million, respectively, from the Business Combination, which is estimated to be the amount then in the trust account under the maximum and minimum redemption scenarios, to support the Company’s ongoing operations.

•After the consummation of the Business Combination and Pubco’s securities become publicly traded, Pubco intends to raise between US$55million and US$205million through public offerings and private financings to support the Company’s ongoing operations, which may cause shareholders of Pubco to experience significant dilution of their ownership interests. See “Risk Factors — Risks Relating to Pubco — Pubco will issue Class A Ordinary Shares as consideration for the Business Combination, and Pubco may issue additional Class A Ordinary Shares or other equity or convertible debt securities without approval of the holders of Pubco Class A Ordinary Shares which would dilute existing ownership interests and may depress the market price of Pubco Class A Ordinary Shares” for details. Operating income generated from vehicle sales will be used to satisfy the Company’s capital expenditure requirement, which is estimated to be US$150million for three years between 2023 and 2025.

•With respect to the Company’s debt obligation, including its loans, debt, accounts payable, liabilities in default, and liabilities arising from lawsuits or judgement, the Company plans to continue to negotiate with its creditors for extensions, installment repayment arrangement and other debt repayment method, such as debt-to-equity conversion, and the Company plans to allocate 20% of its income generated from operations after receiving proceeds from the public offerings and private financings conducted after the consummation of the Business Combination to repay its liabilities.

As of December 31, 2021 and 2022, we had cash and cash equivalent of US$6.0 million and US$2.2million, respectively. We incurred a net loss of US$67.6million and US$130.1million in 2021 and 2022, respectively. In addition, the net cash used by us in operating activities was approximately US$20.1 million in 2021 and US$7.3million in 2022. As of December31, 2022, we had an accumulated deficit of US$686.6million and negative working capital of US$332.5million. Impacted by our cash flow shortage and the adverse effect of the COVID-19 since December 2019, we temporarily halted our operations by suspending the business of manufacturing of vehicles and automotive parts until late 2021. We had been suffering from deteriorated financial position since 2019, during which we had been defaulting on the payments to the creditors, suppliers and employees. As of the date of this proxy statement/prospectus, there were US$342.5 million in borrowings, accounts payable and other liabilities under default. We have funded our operations and capital needs primarily through the net proceeds received from capital contributions, bank borrowings, the issuance of related parties’ loans.

In light of the foregoing circumstances, our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to our ability to continue as a going concern in its report on our consolidated financial statements for the years ended December31, 2021 and 2022. Based on our recurring historical losses from operations, expected continuing operating losses for the foreseeable future, and the need to raise additional capital to finance future operations, as of the date of the consolidated financial statements for the year ended December31, 2022 available to be issued, we concluded that there was substantial doubt about our ability to continue as a going concern for a period of one year from the date that these consolidated financial statements are issued.

195

To meet the cash requirements for the next 12 months from the date of proxy statement/prospectus, we have undertaken a combination of the following remediation plans.

•We are in the process of negotiating an extension of liabilities including borrowings, accounts payable and corresponding interests payable and penalties.

•We have been seeking more equity investments.

•We are focusing on improving operating efficiency, implementing strict cost and budget control and enhancing internal controls.

We expect to continue to generate negative cash flows as we implement our business plan to further invest in the development and production of K20 and K25 models, acquire necessary equipment and molds to achieve volume production. There can be no assurance that we will be successful in achieving our strategic plans, that our future capital raises will be sufficient to support ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If we are unable to raise sufficient financing or events or circumstances occur such that we do not successful execute strategic plans, we will be required to reduce certain discretionary spending, alter or scale back vehicle development programs, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve intended business objectives.

We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities and financing activities, including the net proceeds we will receive from the offering. We may, however, require additional cash resources due to changing business conditions or other future developments, including acquisitions or investments we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to issue equity or debt securities or obtain credit facilities. The issue of additional equity securities, including convertible debt securities, would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

The following table sets forth a summary of our cash flows for the period presented.

	For the years ended December 31,
	2021		2022
	US$		US$
Net cash used in operating activities	(20,074,023	)	(7,267,235	)
Net cash provided by/(used in) investing activities	918,187		(103,636	)
Net cash provided by financing activities	23,690,663		5,072,294
Effect of exchange rate changes	(119,168	)	(895,998	)
Cash, cash equivalents and restricted cash, at beginning of year	1,612,214		6,027,873
Cash, cash equivalents and restricted cash, at end of year	6,027,873		2,833,298

Operating activities

Net cash used in operating activities was US$7.3million in 2022, which primarily reflected our net loss of US$130.1million as mainly offset by impairment of property, plant and equipment and intangible assets of US$54.4million, depreciation of property and equipment of US$21.8million, provision for obsolete stocks of US$8.1million and amortization of intangible assets of US$1.5million. Adjustment for changes in operating assets and liabilities primarily consisted of a decrease of US$4.5million in payroll payable and a decrease of US$1.3million in taxes payable, partially offset by a decrease of US$16.5million in prepaid expenses and other current assets, primarily attributable the input value-added tax return received in 2022, an increase of US$25.4million in accrued expenses and other current liabilities, primarily attributable to an increase in litigation related penalties and a decrease of US$1.2million in inventories.

Net cash used in operating activities was US$20.1 million in 2021, which primarily reflected our net loss of US$67.6 million as mainly offset by depreciation of property and equipment of US$23.4 million, amortization of intangible assets of US$1.6 million, share-based compensation of US$1.4 million, increase in accounts payable of US$1.7 million and reversal of bad debt allowance for accounts receivable of US$0.5 million. Adjustment for changes in operating assets and liabilities primarily consisted of an increase of US$16.1 million in accrued expenses

196

and other current liabilities, primarily attributable to an increase in litigation, a decrease of US$0.6 million in accounts receivable, an increase of US$3.7 million in payroll payable and a decrease of US$1.1 million in prepaid expenses and other current assets.

Investing activities

Net cash used in investing activities in 2022 was US$0.1million primarily attributable to cash used for purchase of property and equipment of US$0.2million, partially offset by cash proceeds from the disposal of property, equipment and intangible assets of US$48 thousand.

Net cash provided by investing activities in 2021 was US$0.9 million primarily attributable to cash proceeds from the disposal of property, equipment and intangible assets of US$0.8 million and investment income from a long-term investment of US$0.1 million.

Financing activities

Net cash provided by financing activities in 2022 was US$5.1million, primarily attributable to proceeds from related parties of US$13.9million and proceeds from Series T financing of US$8.0million, partially offset by repayments of loans and borrowings to related parties of US$13.1million and repayments of loans and borrowings to third parties of US$3.7million and deferred offering costs of US$1.2million. We initiated Series T financing to enable the restoration of our normal operations from business suspension caused by the COVID-19 pandemic. The valuation of our company for the Series T financing was discounted due to our operation suspension in 2020 and 2021. In addition to funding, investors in Series T financing also provided various resources to support our further development. The valuation of Pubco for the Business Combination represented a substantial increase from the valuation of our company for the Series T financing, primarily due to the resumption of our normal business operations, our development plans and projected revenue growth. See “Proposal One — The Business Combination Proposal — MCAF’s Board’s Reasons for the Business Combination (including financial metrics)” for details.

Net cash provided by financing activities in 2021 was US$23.7 million, primarily attributable to proceeds from loans and borrowings of US$49.6 million, advanced proceeds from Series T financing of US$ 13.3 million, partially offset by repayments of loans and borrowings of US$38.0 million.

Capital Expenditures

Our capital expenditures were US$151,774 for the year ended December31, 2022, as a result of our partially recommencement of operation and manufacturing started in late 2021. Generally, our capital expenditures are used primarily for the purchase of machinery and equipment relating to vehicle manufacturing and construction of the manufacturing plant and vehicle production lines.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us, or engages in leasing, hedging or product development services with us.

Holding Company Structure

Pubco will become our holding company upon the completion of the Business Combination. Pubco has no material operations of its own. We conduct a substantial majority of our operations through our operating subsidiaries in China. As a result, after the completion of the Business Combination, Pubco’s ability to pay dividends depends largely upon dividends paid by our subsidiaries including our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of

197

our subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

Emerging Growth Company Status

As defined in Section 102(b)(1) of the JOBS Act, Pubco will be an emerging growth company (“EGC”) following the Business Combination. As such, Pubco will be eligible for and intends to rely on certain exemptions and reduced reporting requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

Pubco will remain an EGC until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which Pubco has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which Pubco is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if Pubco has been a public company for at least 12 months and the market value of its Class A Ordinary Shares that are held by non-affiliates equals or exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter.

Foreign Private Issuer Status

Following the Business Combination, Pubco will qualify as a “foreign private issuer” as defined under SEC rules. Even after Pubco no longer qualifies as an emerging growth company, as long as Pubco continues to qualify as a foreign private issuer under SEC rules, Pubco is exempt from certain SEC rules that are applicable to U.S. domestic public companies, including:

•the rules requiring domestic filers to issue financial statements prepared under U.S. GAAP;

•the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;

•the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events; and

•the selective disclosure rules by issuers of material non-public information under Regulation FD.

Notwithstanding these exemptions, Pubco will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.

Pubco may take advantage of these exemptions until such time as Pubco is no longer a foreign private issuer. Pubco would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of its executive officers or directors are U.S. citizens or residents, (2) more than 50% of its assets are located in the United States or (3) its business is administered principally in the United States.

198

Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if Pubco no longer qualifies as an emerging growth company, but remains a foreign private issuer, Pubco will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

In addition, because Pubco will qualify as a foreign private issuer under SEC rules following the Business Combination, Pubco is permitted to follow the corporate governance practices of Cayman Islands (the jurisdiction in which Pubco is organized) in lieu of certain Nasdaq corporate governance requirements that would otherwise be applicable to Pubco. For example, under Cayman Islands law, Pubco is not required to have a board of directors comprised of a majority of directors meeting the independence standards described in Nasdaq Listing Rules. In addition, under Cayman Islands law, Pubco is not required to have a compensation committee or a nominations committee that is comprised solely of independent directors.

If at any time Pubco ceases to be a foreign private issuer, Pubco will take all action necessary to comply with the SEC and Nasdaq Listing Rules.

Controlled Company

Mr.Qun Lu, Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun intend to enter into certain acting-in-concert agreement, pursuant to which each of Mr.Kejian Wang, Ms. Hua Yao and Mr.Baihui Sun agrees to exercise its voting power as a shareholder of Pubco at the direction of Mr.Qun Lu, and as a result, immediately upon the completion of the Business Combination, Mr.Qun Lu will beneficially own 14,405,985 Pubco Class B Ordinary Shares, representing approximately 14.9% of the total issued and outstanding share capital and 73.9% of the aggregate voting power of Pubco, assuming the Minimum Redemption scenario and no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Therefore, Pubco is, and expects to continue to be a “controlled company” under the Nasdaq Stock Market Listing Rules, and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Nasdaq Stock Market Listing Rules, and the requirement that the compensation committee and nominating and corporate governance committee consist entirely of independent directors.

Internal Control Over Financial Reporting

Prior to the completion of the Business Combination, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of auditing our consolidated financial statements for 2021 and 2022, we identified two material weaknesses in our internal control over financial reporting as of December 31, 2022. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to (1) lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (2) lack of independent directors and an audit committee. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

To remedy our identified material weaknesses subsequent to December 31, 2022, we have started adopting measures to improve our internal control over financial reporting, including, among others:

1.hiring more qualified accounting personnel, engaging financial advisor with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and setting up a financial and system control framework;

2.hiring independent directors, establishing an audit committee and strengthening corporate governance.

199

However, we cannot assure you that we will remediate our material weaknesses in a timely manner. See “Risk Factors — Risks Relating to the Company — Risks Relating to Our Business Operations — If we fail to maintain an effective system of internal control over financial reporting after the completion of the Business Combination, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in us and the market price of Pubco Class A Ordinary Shares may be adversely affected.”

As a company with less than US$1.235 billion in revenue for its last fiscal year, Pubco will qualify as an “emerging growth company” pursuant to the JOBS Act following the Business Combination. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risk

Foreign exchange risk

Substantially all of our revenues and expenses are denominated in Renminbi for 2021 and 2022. We do not believe that we have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. The value of the Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation subsided and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The Renminbi depreciated approximately by 5% against the U.S. dollar in 2018, and further depreciated by 4% against the U.S. dollar in 2019. Since October 1, 2016, the RMB has joined the International Monetary Fund’s basket of currencies that make up the SDR, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and there is no guarantee that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of Renminbi against the U.S. dollar would reduce the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares, servicing our outstanding debt, or for other business purposes, appreciation of the U.S. dollar against the Renminbi would reduce the U.S. dollar amounts available to us.

Interest rate risk

We have not been exposed to material risks due to changes in market interest rates, nor have we used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.

We may invest in interest-earning instruments, and investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall.

Critical Accounting Estimates

We prepared the consolidated financial statements in accordance with U.S. GAAP. When reviewing our financial statements, you should consider our selection of critical accounting policies, our judgments and other uncertainties affecting our applications of those policies and the sensitivity of reported results to changes of such policies, judgments and uncertainties. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information, which together form our basis for making judgments about matters that are not

200

readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (1) revenue recognition and (2) litigations. See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.

Impairment of long-lived assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will affect the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company’s management has performed a review of all long-lived assets and impairment loss of nil and US$54.4million for the long-lived assets should be recorded for the years ended December 31, 2021 and 2022.

201

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MCAF

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included elsewhere herein. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” and “Risk Factors” elsewhere herein. In this section the terms the “Company,” “we” and “our” refer to MCAF.

Overview

We are a blank check company formed under the laws of the State of Delaware on March 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not identified at the time of MCAF IPO. We intend to effectuate our Business Combination using cash from the proceeds of MCAF IPO and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

On April 30, 2022, we entered into that certain Agreement and Plan of Merger (as amended and restated on December23, 2022, and as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MCAF, CH AUTO Inc., a Cayman Islands exempted company (“Pubco”), Ch-Auto Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”) and CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under the law of the People’s Republic of China (the “Company”), pursuant to which, among other things, MCAF, the Company, Pubco and Merger Sub intend to effect a merger of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). In connection with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its ordinary shares to be traded on The Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement.

Based upon the execution of the Merger Agreement, the period of time for MCAF to complete a business combination under its certificate of incorporation is extended for a period of 6 months from July 2, 2022 to January 2, 2023. The January2, 2023 date has been extended to July2, 2023.

In connection with the with the stockholders’ vote at the Special Meeting of Stockholders, there were 2,432,520shares tendered for redemption for an aggregate payment of $24,525,034, or approximately $10.08 per share.

On December21, 2022, we issued an unsecured promissory note in the aggregate principal amount up to $581,000 (the “Extension Note”) to the Company. Pursuant to the Extension Note, the Company loaned us an aggregate amount of $581,000 that is due and payable on the earlier of: (i) the date on which we consummate an initial Business Combination with a target business, or (ii) the date we liquidate if a Business Combination is not consummated. The Extension Note does not bear interest. In the event that we do not consummate a Business Combination, the Extension Note will be forgiven, except to the extent of funds remaining outside of the Trust Account, if any. In addition, the Extension Note may be converted at the closing of a Business Combination by us into the common stock or ordinary shares, at the Company’s option, at a price of $10.00 per share of common stock or ordinary share.

The proceeds of the Extension Note have been used by us to make a deposit in the Trust Account to extend the time period for us to consummate its initial Business Combination from January2, 2023 to April2, 2023.

On March29, 2023, we issued an unsecured promissory note in the aggregate principal amount of $350,000 (the “Note”) to the Company. Pursuant to the Note, the Company loaned us an aggregate amount of $350,000 that is due and payable on the earlier of: (i) the date on which we consummate an initial business combination with a target business, or (ii) the date we liquidates if a business combination is not consummated. The Note does not bear interest. In the event that we do not consummate a business combination, the Note will be forgiven, except to the extent of funds

202

remaining outside of the Trust Account, if any. In addition, the Note may be converted at the closing of a business combination by us into the common stock or ordinary shares, at the Company’s option, at a price of $10.00 per share of common stock or ordinary share.

The proceeds of the Note have been used by us to make a deposit $343,936 into the Trust Account to extend the time period for us to consummate its initial business combination from April2, 2023 to July2, 2023.

On June22, 2023, MCAF held the second Special Meeting, during which its Stockholders approved a further amendment to its Amended and Restated Certificate of Incorporation to further extend the time period it has to consummate its Business Combination to January2, 2024. On June27, 2023, MCAF deposited $250,000 into the Trust Account to extend the time period for us to consummate its initial business combination from July2, 2023 to January 2, 2024.

SPAC Support Agreement

Contemporaneously with the execution of the Merger Agreement, the Sponsor and the directors of MCAF entered into a support agreement, dated April 30, 2022 (the “SPAC Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed business combination. Each such holder also agreed not to transfer any shares of MCAF Common Stock owned by it unless the transferee executes a joinder agreement that provides that the transferee will become a party to the SPAC Support Agreement. The holders have also agreed not to seek redemption rights.

The foregoing description of the SPAC Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Exhibit A to the Merger Agreement and incorporated herein by reference.

Company Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of Company common stock entered into a support agreement, dated April 30, 2022 (the “Company Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed business combination. The Company Support Agreement also covers any shares of Pubco common stock or of any successor entity of which ownership of record or the power to vote, directly or indirectly, is subsequently acquired by the stockholder prior to the termination of the Company Support Agreement. Each stockholder that executed the Company Support Agreement also agreed not to transfer any shares subject to the Company Support Agreement (with a limited exception in connection with the Reorganization) prior to the termination of the Company Support Agreement.

The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Exhibit B to the Merger Agreement and incorporated herein by reference.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 2, 2021 (inception) through June30, 2023, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December31, 2022, we had a net loss of $111,447, which consists of operating and formation costs of $749,746 and a provision for income taxes of $136,619, offset by interest income on marketable securities held in the Trust Account of $774,918.

For the period from March 2, 2021 (inception) through December 31, 2021, we had a net loss of $290,431, which consists of operating costs of $292,345, offset by interest income on investments held in the Trust Account of $1,914.

For the three months ended June30, 2023, we had a net income of $104,319, which consists of interest income on marketable securities held in the Trust Account of $403,320, offset by operating and formation costs of $219,246, interest expense of $1,191 and a provision for income taxes of $78,564.

203

For the six months ended June30, 2023, we had a net income of $219,145, which consists of interest income on investments held in the Trust Account of $777,172, offset by operating and formation costs of $404,068, interest expense of $1,191 and a provision for income taxes of $152,768.

For the three months ended June30, 2022, we had a net loss of $165,910, which consists of operating and formation costs of $241,973 and a provision for income tax of $1,581, offset by interest income on marketable securities held in the Trust Account of $77,644.

For the six months ended June30, 2022, we had a net loss of $286,738, which consists of operating and formation costs of $368,591 and a provision for income tax of $1,581, offset by interest income on marketable securities held in the Trust Account of $83,434.

Liquidity and Capital Resources

The registration statement for the MCAF IPO was declared effective on June 29, 2021. On July 2, 2021, we consummated the MCAF IPO which consisted of 5,000,000 MCAF Units at $10.00 per Unit, generating gross proceeds of $50,000,000.

On July 6, 2021, in connection with the underwriters’ exercise of their over-allotment option in full, we consummated the sale of an additional 750,000 MCAF Units for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, we also consummated the sale of an additional 15,000 Private Placement Units at $10.00 per Private Placement Units, generating total proceeds of $150,000. A total of $7,500,000 was deposited into the Trust Account.

Following the MCAF IPO, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $57,500,000 was placed in the Trust Account.

For the year ended December31, 2022, cash used in operating activities was $523,059. Net loss of $111,447 was affected by interest earned on marketable securities held in the Trust Account of $774,918. Changes in operating assets and liabilities provided $363,306 of cash for operating activities.

For the period from March2, 2021 (inception) through December31, 2021, cash used in operating activities was $217,798. Net loss of $290,431 was affected by interest earned on investments held in the Trust Account of $1,914. Changes in operating assets and liabilities provided $74,547 of cash for operating activities.

For the six months ended June30, 2023, cash used in operating activities was $219,872. Net income of $219,145 was affected by interest earned on marketable securities held in the Trust Account of $777,172 and interest expense of $1,191. Changes in operating assets and liabilities provided $277,254 of cash for operating activities.

For the six months ended June30, 2022, cash used in operating activities was $293,811. Net loss of $286,738 was affected by interest earned on investments held in the Trust Account of $83,434. Changes in operating assets and liabilities provided $76,361 of cash for operating activities.

As of December31, 2022 and June30, 2023, we had investments held in the Trust Account of $34,084,917 and $16,180,210 (including $776,832 and $440,128 of interest income), respectively, consisting of mutual funds which invests in U.S. Treasury securities. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June30, 2023, we have withdrawn an amount of $430,659 to pay franchise and income taxes on interest earned from the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2022 and June30, 2023, we had cash of $195,100 and $314,071, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete the Business Combination.

204

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of the working capital loans may be converted into private units at a price of $10.00 per unit.

On August26, 2022, the Company issued the Convertible Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $100,000. The Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date the Company completes its Business Combination or (ii) the date the Company liquidates if a Business Combination is not completed. On the maturity date, the Company shall pay in cash an amount equal to the outstanding amount, provided that the Sponsor, in its sole discretion, chose to convert the outstanding amount into Private Placement Units at a conversion price equal to $10.00 per Unit. The proceeds of the note will be used by the Company for working capital purposes. As of June30, 2023 and December31, 2022 there were $100,000 of Working Capital Loans outstanding.

On October24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $100,000 (the “Note”) to the “Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $100,000 that may be drawn down from time to time and payable on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. In addition, at the written election of the Sponsor the principal amount due under the Note may be converted at the closing of a business combination into private units of the Company identical to the public units issued in the Company’s initial public offering at a price of $10.00 per unit. No amounts have been withdrawn on this promissory note as of June30, 2023 and December31, 2022.

On December21, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $581,000 (the “Note”) to the Target. The Promissory Note is non-interest bearing and payable on the earlier the date on which Maker consummates a business combination with target businesses, or (ii) the date the Maker liquidates if a business combination is not consummated (the “Due Date”). The principal balance may be prepaid at any time. The principal balance shall be payable by the Maker either: (i) in cash, or (ii) in shares of Maker’s common stock (the “Conversion Shares”), par value $0.0001, at the Payee’s election in writing. Payee may elect to convert any outstanding principal balance into Conversion Shares, at any time when this Note remains outstanding, at a fixed conversion price of $10.00 per share. As of June30, 2023 and December31, 2022, there was $581,000 outstanding under this Note.

On March29, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $350,000 (the “Note”) to CH AUTO. Pursuant to the Note, CH AUTO loaned the Company an aggregate amount of $350,000 that is due and payable on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be forgiven, except to the extent of funds remaining outside of the Company’s trust account, if any. In addition, the Note may be converted at the closing of a business combination by the Company into the Company Common Stock or ordinary shares, at CH AUTO’s option, at a price of $10.00 per share of common stock or ordinary share. As of June30, 2023 and December31, 2022, there were $350,000 and $0 outstanding under this Note, respectively.

On March31, 2023, the Company and UHY Advisors/UHY LLP, the Company’s independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum of Fifty Nine Thousand Seven Hundred Ten and 08/100 dollars ($59,710.08), plus interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. If $59,710.08 is paid in full on this promissory note no later than July31, 2023, all accrued finance charges on this promissory note will be forgiven. The promissory note is payable by the Company in advance without penalty. As of June30, 2023 and December31, 2022, there were $59,710 and $0 outstanding under this note, respectively. $1,191 of interest was accrued through June30, 2023 which is presented as interest payable in the balance sheets.

205

On June7, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $400,000 (the “Second Note”) CH Auto. Pursuant to the Second Note, CH Auto loaned the Company an aggregate amount of $400,000 that is due and payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The Second Note does not bear interest. In the event that the Company does not consummate a business combination, the Second Note will be forgiven, except to the extent of funds remaining outside of the Company’s trust account, if any. In addition, the Second Note may be converted at the closing of a business combination by into the Company’s common stock or ordinary shares, at CH Auto’s option, at a price of $10.00 per share of common stock or ordinary share. As of June30, 2023 and December31, 2022, there were $400,000 and $0 outstanding under the Second Note, respectively.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

We have until January 2, 2024 (unless such date has been extended) to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a liquidation and subsequent dissolution. Management has determined that the liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after January 2, 2024.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022 or June30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on July 2, 2021, and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination and our liquidation.

The Company engaged BHTIC to act as its M&A Advisor to conduct local due diligence for the Company on CH AUTO by entering into the M&A Advisory Agreement on April3, 2022. Pursuant to the M&A Advisory Agreement, the Company shall make a payment to BHTIC of an aggregate M&A Fee equivalent to 1% of the post-money post-PIPE equity value of CH AUTO in shares of the post-transaction combined company to be issued upon closing of the Transaction at $10 per share.

The underwriters for the MCAF IPO are entitled to a deferred fee of $0.35 per Unit, $2,012,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Of the $0.35 per Unit, $0.30 will be paid in cash and $0.05 will be paid in an equivalent value of shares.

206

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for the MCAF Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the shares of MCAF Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of our balance sheet.

Net Income (Loss) per Common Share

We comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, we first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to our public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, we split the amount to be allocated using a ratio of 76% and 68% for the Public Shares and 24% and 32% for the non-redeemable shares for the year ended December31, 2022 and for the period from March2, 2021 (inception) through December31, 2021, respectively, reflective of the respective participation rights. Subsequent to calculating the total income (loss) allocable to both sets of shares, we split the amount to be allocated using a ratio of 63% and 64% for the Public Shares and 37% and 36% for the non-redeemable shares for the three and six months ended June30, 2023, respectively, and 76% for the Public Shares and 24% for the non-redeemable shares for the three and six months ended June30, 2022, reflective of the respective participation rights.

As of December 31, 2022 and June30, 2023, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through MCAF IPO that were directly related to the MCAF IPO. Offering costs were allocated to the separable financial instruments issued in the MCAF IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the MCAF Common Stock issued were initially charged to temporary equity and then accreted to MCAF Common Stock subject to redemption upon the completion of the MCAF IPO. Offering costs amounted to $4,773,824 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,611,324 of other offering costs. $4,368,049 was allocated to Public Shares and charged to temporary equity, and $405,775 was allocated to public rights and charged to stockholders’ deficit.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also

207

introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

208

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this this proxy statement/prospectus.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the combination of the historical financial information of MCAF and CH-AUTO TECH adjusted to give effect to the Business Combination. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The following unaudited pro forma condensed combined financial statements of MCAF present the combination of the historical financial information of MCAF, Pubco and CH-AUTO TECH adjusted to give effect to the Business Combination. CH-AUTO TECH together with its PRC Subsidiaries will be the operating subsidiaries of Pubco after giving effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical balance sheet of MCAF, the historical balance sheet of Pubco and the historical balance sheet of CH-AUTO TECH as of December 31, 2022, on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on December 31, 2022.

The unaudited pro forma condensed combined statement of operations for the year ended December31, 2022 combine the historical statements of operations of MCAF, Pubco and CH-AUTO TECH for such periods on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 has been prepared using the following:

•the historical balance sheet of MCAF as of December31, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•the historical balance sheet of Pubco as of December31, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•the historical balance sheet of CH-AUTO TECH as of December31, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

The unaudited pro forma combined statements of operations for the year ended December31, 2022 have been prepared using the following:

•the historical statements of operations of MCAF for the year ended December31, 2022, and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•the historical statement of operations of Pubco for the period through the inception to December31, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•the historical statements of operations of CH-AUTO TECH for the year ended December31, 2022, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

209

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•the accompanying notes to the unaudited pro forma condensed combined financial statements;

•the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAF,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company,” and other financial information relating to MCAF and CH-AUTO TECH included elsewhere in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth under “The Business Combination.”

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination and private placement occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The combined company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and private placement based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

On April 30, 2022, MCAF entered into the Business Combination Agreement (as amended and restated on December23, 2022 and amended on March1, 2023, respectively, and as may be amended, supplemented or otherwise modified from time to time), by and among MCAF, Pubco, Company Merger Sub and CH-AUTO TECH, pursuant to which, among other things, MCAF, Pubco, Company Merger Sub and CH-AUTO TECH intend to effect a merger of Company Merger Sub with and into MCAF whereby MCAF will be Surviving Corporation and a wholly owned subsidiary of Pubco in accordance with the Business Combination Agreement and the DGCL. In connection with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its Class A Ordinary Shares to be traded on The Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Business Combination Agreement. Upon closing of the Business Combination, the holder of each outstanding Right shall receive 1/10 of one share of Pubco Class A Ordinary Share, provided that no fractional shares will be issued and any fractions will be rounded down to the nearest whole share. At the Effective Time, by virtue of the Merger and conditioned on the consummation of the Merger, each share of MCAF Common Stock that is issued and outstanding immediately prior to the Effective Time shall automatically be cancelled and cease to exist and exchanged for one newly issued Pubco Class A Ordinary Share without interest. As of the Effective Time, each MCAF Stockholder shall cease to have any other rights in and to MCAF. As of the date of this proxy statement/prospectus, stockholders of CH-AUTO TECH (including the Entrusting Stockholders) holding an aggregate of 71.2769% voting rights of all the outstanding shares of CH-AUTO TECH entitled to vote, have agreed to exchange their shares of CH-AUTO TECH for 89,096,171shares of the Pubco common stock at a value of $10.00 per share, consisting of (a) 58,913,241 Pubco Class A Ordinary Shares to the Reorganization Shareholders (other than the Founders), which include 1,515,424 Pubco Class A Ordinary Shares to be issued to CBC and its affiliate pursuant to the NextG Tech Convertible Debts, and (b) 30,182,930 Pubco Class B Ordinary Shares to be issued to the Founders, in accordance with the Equityholder Allocation Schedule, assuming no adjustment to the Company Equity Valuation as set forth in the Merger Agreement. Pursuant to the Merger Agreement, reflecting the HK Share Purchase and HK Voting Right Entrustment, upon the Reorganization Closing, the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in the Company and (3) own, directly or indirectly own at least 37.8426% of the then-issued and outstanding equity interests in the Company.

210

However, certain shares of Company Common Stock held by its shareholders attending in the Reorganization were pledged to the Company’s creditors for certain secured loans. Additionally, certain shares of the Company Common Stock held by its shareholders are currently under judicial freezing due to such shareholders’ default on payments of certain shareholder arbitrations. The Company is actively negotiating with its creditors regarding the repayment terms, and the court auction process in China typically takes six to twelve months. As a result, as of the date of this proxy statement/prospectus, the Company does not expect that, prior to the consummation of the Business Combination, (1) its creditors will exercise equity pledge or that (2) shares subject to judicial freezing will be auctioned off. Nevertheless, there is no insurance that the shares under pledge or subject to judicial freezing will not be exercised or auctioned off prior to and following the closing of the Business Combination. The unaudited pro forma condensed combined financial information has been prepared based on the following scenarios as to that the pledged shares or shares under judicial freezing may be exercised or auctioned off prior to the closing of the Business Combination. Further, following the closing the Business Combination, the exercise of pledged shares and auction of shares under judicial freezing will have continuing financial impacts as discussed below:

Prior to the closing of the Business Combination

•If no equity pledge and judicial freezing are exercised or auctioned off, the unaudited pro forma condensed combined financial information has been prepared based on the scenario that stockholders of CH-AUTO TECH (including the Entrusting Stockholders) hold an aggregate of 71.2769% voting rights of all the outstanding shares of CH-AUTO TECH entitled to vote (the “Reorganization Scenario I”), that is the maximum condition of the reorganization percentage;

•If there are up to 45,130,737 Exercised Shares prior to the completion of the Reorganization and the Business Combination, Ch-Auto HK will be able to direct the voting rights and economic rights of 652,611,598shares of the Company Common Stock, which takes 66.6667% (or two thirds) of all the outstanding shares of the Company entitled to vote. Pursuant to the current articles of association of the Company, 66.6667% (or two thirds) is the least requirement of the voting rights of all outstanding equity securities of the Company entitled to vote to be able to consolidate the result of operations of the Company. In the event that the Holding Company directs, directly or indirectly, 66.6667% (or two thirds) of the voting rights (the “Reorganization Scenario II”), the condition precedent under the Merger Agreement that the Reorganization (as defined therein) shall be consummated will not be met, and SPAC is not obligated to effect and close the Merger, unless SPAC elects to waive this closing condition. If SPAC elects to waive this closing condition and the Business Combination thus can be consummated, that is the minimum condition of the reorganization percentage.

Following the closing of the Business Combination:

•If there are up to 45,130,737 Exercised Shares following the completion of the Business Combination, the Holding Company will (1) have ability to direct, directly or indirectly, at least 66.6667% (or two thirds) of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, at least 66.6667% (or two thirds) of the economic rights of all the outstanding equity securities in the Company, and (3) own, directly or indirectly, at least 38.2662% of the then-issued and outstanding equity interest in the Company. According to the auditor of Pubco, the results of operations of the Company can still be consolidated with those of Pubco under the then applicable accounting standards, and the remaining 33.3333% of the shares and voting rights in the Company will be recorded as non-controlling interest.

•If there are more than 45,130,737 Exercised Shares following the completion of the Business Combination, Pubco will hold less than 66.6667% (or two thirds) of the outstanding securities of the Company through the Holding Company. Consequently, Pubco is unable to consolidate the results of operations of the Company. As a result, the value of Pubco’s securities may decline significantly and become worthless, and Pubco may be unable to meet the continuous listing requirement of Nasdaq.

Pursuant to the existing MCAF Charter, public stockholders are being offered the opportunity to redeem, upon the closing of the merger, shares of MCAF common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing). The unaudited pro forma condensed combined information contained herein assumes that MCAF stockholders approve the Business

211

Combination. MCAF’s public stockholders may elect to redeem their shares of MCAF Common Stock for cash even if they approve the Business Combination. MCAF cannot predict how many of its stockholders will exercise their right to have their shares redeemed for cash. As a result, for illustrative purposes, the unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of additional redemptions of MCAF common stock:

•Assuming Minimum Redemptions (“Minimum Redemption”) — this scenario assumes that no shares of MCAF Common Stock are redeemed after actual redemptions of 2,432,520 and 1,810,489 MCAF’s shares in the amount of $24.5million and $19.1million in connection with the special meetings of MCAF’s stockholders held on December15, 2022 and June22, 2023, respectively (the “Actual Redemptions”); and

•Assuming 50% Redemptions (“50% Redemption”) — This scenario assumes additional redemption of 603,781shares of MCAF Common Stock, for aggregate payment of approximately $6.0million from the Trust Account as 50% of below maximum redemption after the Actual Redemption.

•Assuming Maximum Redemptions (“Maximum Redemption”) — This scenario assumes additional redemption of 1,207,563shares of MCAF common stock, for aggregate payment of approximately $12.1million from the Trust Account after the Actual Redemptions. The Maximum Redemption scenario is determined based on the MCAF stockholders’ approval of amending the charter to remove the requirement that MCAF has net tangible assets of $5,000,001 upon the close of the Business Combination.

If the NTA Requirement Amendment Proposal (Proposal No. 4) is not approved by MCAF stockholders, the Business Combination may only be consummated if the combined company would have net tangible assets of at least $5,000,001 upon closing of the Business Combination. The maximum number of shares of redeemable MCAF common stock that may be redeemed and satisfy the NTA Requirement would be 707,563.

The public stockholder redemptions are expected to be within the parameters described by the above three scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results. Under all the scenarios, the Company is considered the accounting acquirer, as further discussed in Note 2, Basis of Presentation, of the unaudited pro forma condensed combined financial information.

212

The following unaudited pro forma condensed combined financial statements are presented under Reorganization Scenario I.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2022

																			Scenario 1						Scenario 2						Scenario 3
	MCAF			MCAF				MCAF		CH-AUTO INC		CH-AUTO TECH		CH-AUTO TECH			CH-AUTO TECH		Assuming Minimum Redemptions into Cash						Assuming 50% Redemptions into Cash						Assuming Maximum Redemptions into Cash
	(Historical)			Adjustments				Adjusted(Historical)		(Historical)		(Historical)		Adjustment			Adjusted(Historical)		Transactionaccountingadjustments				Pro Forma combined		Transactionaccountingadjustments				Pro Formacombined		Transactionaccountingadjustments				Pro Forma combined
Assets
Current assets
Cash and cash equivalents	$	195,100		$	—			$	195,100	$	—	$	2,247,583	$	(350,000)	(1)	$	1,897,583	$	(350,000	)	(2)	$	—	$	—			$	—	$	—			$	—
																				350,000		(2)
																				15,341,881		(3)
																				(2,299,567	)	(4)
																				(4,317,925	)	(5)
																				1,500,000		(7)		12,317,072
																										(6,037,814	)	(6)		6,279,258
																																(6,037,814	)	(6)		241,444
Restricted cash		—							—		—		585,715					585,715		—				585,715		—				585,715		—				585,715
Accounts receivable, net		—							—		—		1,277,104					1,277,104		—				1,277,104		—				1,277,104		—				1,277,104
Inventories, net		—							—		—		6,182,792					6,182,792		—				6,182,792		—				6,182,792		—				6,182,792
Deferred offering costs		—							—		20,000		1,228,676					1,228,676		(1,248,676	)	(5)		—		—				—		—				—
Amount due from related parties		—							—				906,841					906,841		—				906,841		—				906,841		—				906,841
Prepaid expenses and other current assets		(5,833	)						5,833		—		10,927,501		350,000	(1)		11,277,501		(350,000	)	(2)		10,933,334		—				10,933,334		—				10,933,334
Cash and investment held in Trust Account		34,084,917			(19,093,036	)	(1)				—		—
					350,000		(2)		15,341,881											(15,341,881	)	(3)
																								—		—				—		—				—
Total Current Assets		34,285,850			(18,743,036	)			15,542,814		20,000		23,356,212		—			23,356,212		(6,716,168	)			32,202,858		(6,037,814	)			26,165,044		(6,037,814	)			20,127,230
Long-term investment		—							—		—		869,918					869,918		—				869,918		—				869,918		—				869,918
Property, plant and equipment, net		—							—		—		64,010,106					64,010,106		—				64,010,106		—				64,010,106		—				64,010,106
Intangible assets, net		—							—		—		10,514,120					10,514,120		—				10,514,120		—				10,514,120		—				10,514,120
Operating lease right-of-use asset		—							—		—		30,252					30,252		—				30,252		—				30,252		—				30,252
Other non-current assets, net		—							—		—		584,053					584,053		—				584,053		—				584,053		—				584,053
Total non-current assets		—			—				—		—		76,008,449		—			76,008,449		—				76,008,449		—				76,008,449		—				76,008,449
Total Assets	$	34,285,850		$	(18,743,036	)		$	15,542,814	$	20,000	$	99,364,661	$	—		$	99,364,661	$	(6,716,168	)		$	108,211,307	$	(6,037,814	)		$	102,173,493	$	(6,037,814	)		$	96,135,679

213

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2022 — (Continued)

													Scenario 1				Scenario 2				Scenario 3
	MCAF		MCAF	MCAF		CH-AUTO INC		CH-AUTO TECH		CH-AUTO TECH	CH-AUTO TECH		Assuming Minimum Redemptions into Cash				Assuming 50% Redemptions into Cash				Assuming Maximum Redemptions into Cash
	(Historical)		Adjustments	Adjusted(Historical)		(Historical)		(Historical)		Adjustment	Adjusted(Historical)		Transactionaccountingadjustments		Pro Forma combined		Transactionaccountingadjustments		Pro Formacombined		Transactionaccountingadjustments		Pro Forma combined
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term loans and borrowings	$	—		$	—	$	—	$	19,814,163		$	19,814,163	$	—	$	19,814,163	$	—	$	19,814,163	$	—	$	19,814,163
Long-term loans and borrowings, current		—			—		—		74,835,728			74,835,728		—		74,835,728		—		74,835,728		—		74,835,728
Accounts and notes payable		—