SC TO-I/A 1 tm2612846d1_sctoia.htm SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO
(Amendment No. 1)

(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.

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: x

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

This Amendment No. 1 to the Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by Li Auto Inc. (the “Company”) on March 27, 2026 (the “Schedule TO”) relating to the Company’s 0.25% Convertible Senior Notes due 2028 (the “Notes”). This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Company’s Put Right Notice to the holders of the Notes (the “Holders”) dated March 27, 2026 (the “Put Right Notice”). The information contained in the Schedule TO, including the Put Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.

This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:

The Put Right expired at 5:00 p.m., New York City time, on Wednesday, April 29, 2026 (the “Expiration Date”). The Company has been advised by Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), that pursuant to the terms of the Put Right Notice, US$716,800,000 aggregate principal amount of the Notes (the “Repurchase Price”) were validly surrendered and not withdrawn as of the Expiration Date. The Company has forwarded cash in payment of the Repurchase Price to the Paying Agent for distribution to the Holders that had validly exercised their Put Right. Following settlement of the repurchase, US$145,700,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.

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, 2026.

(a)(5)(A)*

Press Release issued by the Company, dated as of March 27, 2026.

(a)(5)(B)†

Press Release issued by the Company, dated as of April 30, 2026.

(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.

* Previously filed.
† Filed herewith.

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, 2026.

(a)(5)(A)*		Press Release issued by the Company, dated as of March 27, 2026.

(a)(5)(B)†		Press Release issued by the Company, dated as of April 30, 2026.

(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.

* Previously filed.
† 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: April 30, 2026

Amendment: SEC Form SC TO-I/A filed by Li Auto Inc.