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United States securities and exchange commission logo
November 9, 2022
Jun Hong Heng
Chief Executive Officer
ECARX Holdings Inc.
16/F, Tower 2, China Eastern Airline Binjiang Center
277 Longlan Road
Xuhui District, Shanghai 200041
People s Republic of China
Re: ECARX Holdings Inc.
Amendment No. 1 to
Registration Statement on Form F-4
Filed November 4,
2022
File No. 333-267813
Dear Jun Hong Heng:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 2, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4
Recent Developments of ECARX, page 32
1. We note your discussion
of preliminary results for the quarter ended September 30,
2022. In order to
provide a more balanced presentation, please revise your presentation to
also disclose your
estimated expenses and net income/loss for the period in addition to
your current
presentation of estimated revenue and cost of revenues.
Jun Hong Heng
FirstName LastNameJun
ECARX Holdings Inc. Hong Heng
Comapany 9,
November NameECARX
2022 Holdings Inc.
November
Page 2 9, 2022 Page 2
FirstName LastName
Regulation on Foreign Investment, page 232
2. We note your statement that the research and manufacture of certain
automobile devices
in China falls within the encouraged category for foreign investment.
Please revise your
filing to clarify the practical effect to you of this designation.
Unaudited Pro Forma Condensed Combined Financial Information
Ownership, page 261
3. Refer to Adjustment (E). Since the Lotus Note will be converted into
1,052,632 ECARX
Class A ordinary shares at closing, please include such shares among
Total Ordinary
Shares Outstanding at Closing (instead of a potential source of
dilution).
4. Refer to Adjustment (G). We note hereunder and elsewhere in your
filing that the Investor
Notes will be converted into ECARX Class A ordinary shares at a
conversion price of
US$11.50 per share (up to 5,652,174 ECARX Class A ordinary shares).
However, it
appears that neither the conversion price nor the conversion shares
are stipulated in the
Investor Note Agreement (October 25, 2022) under Exhibit 10.23. Please
cite your basis
for the conversion terms, including any addendum to the subject
agreement.
Unaudited Pro Forma Combined Statement of Operations
For the Six Months Ended June 30, 2022, page 265
5. We note your response to prior comments 1 and 2. It is unclear why the
pro forma
condensed combined statements of operations for the interim period and
the year ended
December 31, 2021 do not include autonomous entity adjustments that
would
remove revenues and cost of revenues associated with the businesses
spun off to Hubei
ECARX VIE, including but not limited to the Daimler contract (AI voice
products signed
by Hubei ECARX on March 5, 2020), the Internet Map Service of Hubei
ECARX,
mapping activities and ICP License. Please revise and provide
clarifications in the
accompanying notes, as appropriate.
Adjustments to Unaudited Pro Forma Combined Statement of Operations
4. Loss per Share, page 272
6. Refer to footnote (1). Please revise so that the Pro Forma Shares
Outstanding to calculate
Loss per Share are consistent with the Total Ordinary Shares
Outstanding at Closing on
page 261. Please note that the shares underlying the Lotus Note and
the strategic
investments that would be issued at closing would be considered
outstanding and not
contingently issuable that would have been otherwise antidilutive.
Jun Hong Heng
FirstName LastNameJun
ECARX Holdings Inc. Hong Heng
Comapany 9,
November NameECARX
2022 Holdings Inc.
November
Page 3 9, 2022 Page 3
FirstName LastName
Notes to Unaudited Condensed Consolidated Financial Statements
1. Summary of significant accounting policies
(b) Reorganization, page F-66
7. We note your response to prior comment 3. Please clarify in your
disclosure that the
temporary transfers to third parties that were returned to you did not
include the equity
interests that led you to deconsolidate Hubei Dongjun Automotive
Electronic Technology
Co., LTD and Suzhou Photon-Matrix Optoelectronics Technology Co. Ltd.
You may contact Kathryn Jacobson, Senior Staff Accountant, at
202-551-3365 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Shu Du