UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Li Auto Inc.

(Name of Subject Company (Issuer))

Li Auto Inc.

(Name of Filing Person (Issuer))

0.25% Convertible Senior Notes due 2028

(Title of Class of Securities)

50202M AB8

(CUSIP Number of Class of Securities)

Tie Li

Chief Financial Officer

Li Auto Inc.

11 Wenliang Street
Shunyi District, Beijing 101399
People’s Republic of China

+86 (10) 8742-7209

with copy to:

Haiping Li, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

+852 3740-4700

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

As required by, pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of April 12, 2021 (the “Indenture”), by and between Li Auto Inc. (the “Company”) and Deutsche Bank Trust Company Americas, as trustee and paying agent (the “Trustee” and the “Paying Agent”), for the Company’s 0.25% Convertible Senior Notes due 2028 (the “Notes”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by the Company with respect to the right of each holder (the “Holder”) of the Notes to sell and the obligation of the Company to purchase the Notes, as set forth in the Company’s Put Right Notice to the Holders dated March 27, 2024 (the “Put Right Notice”) and the related notice materials filed as exhibits to this Schedule TO (which Put Right Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Put Option”).

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”).

ITEMS 1 through 9.

The Company is the issuer of the Notes and is obligated to purchase all of the Notes if properly tendered by the Holders under the terms and subject to the conditions set forth in the Put Option. The Notes are convertible into the Company’s American depositary shares (“ADSs”), each representing two Class A ordinary shares, par value US$0.0001 per share of the Company, subject to the terms, conditions, and adjustments specified in the Indenture and the Notes. The Company maintains its principal executive offices at 11 Wenliang Street, Shunyi District, Beijing 101399, People’s Republic of China, and the telephone number at this address is +86 (10) 8742-7209. The Company’s registered office in the Cayman Islands is located at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Put Option is incorporated by reference into this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS.

(a)            Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial condition is not material to a Holder’s decision whether to put the Notes to the Company because (i) the consideration being paid to Holders surrendering Notes consists solely of cash, (ii) the Put Option is not subject to any financing conditions, (iii) the Company is a public reporting company under the Exchange Act that files reports electronically on EDGAR, and (iv) the Put Option applies to all outstanding Notes. The financial condition and results of operations of the Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

(b)            Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a)            Not applicable.

(c)            Not applicable.

ITEM 12. EXHIBITS.

(a)(1)* Put Right Notice to Holders of 0.25% Convertible Senior Notes due 2028 issued by the Company, dated as of March 27, 2024.

(a)(5)(A)* Press Release issued by the Company, dated as of March 27, 2024.

(b) Not applicable.

(d) Indenture, dated as of April 12, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.22 to the Company’s annual report on Form 20-F (File No. 001-39407) filed with the Securities and Exchange Commission on April 19, 2022).

(g) Not applicable.

(h) Not applicable.

107* Filing Fee Table.

*             Filed herewith.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)*	Put Right Notice to Holders of 0.25% Convertible Senior Notes due 2028 issued by the Company, dated as of March 27, 2024.
(a)(5)(A)*	Press Release issued by the Company, dated as of March 27, 2024.
(d)	Indenture, dated as of April 12, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.22 to the Company’s annual report on Form 20-F (File No. 001-39407) filed with the Securities and Exchange Commission on April 19, 2022).
107*	Filing Fee Table.

*            Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Li Auto Inc.
By:	/s/ Tie Li
Name:	Tie Li
Title:	Director and Chief Financial Officer

Dated: March 27, 2024