View:
United States securities and exchange commission logo
August 23, 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
Draft Registration Statement on Form F-4
Submitted August 8,
2022
CIK No. 0001861974
Dear Mr. Heng:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 22, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 Submitted on
August 8, 2022
Frequently Used Terms
Recapitalization Factor, page 8
1. Please clarify
hereunder and on page 247 what the $3.4 billion value represents in
connection with the
calculation of the recapitalization factor.
Jun Hong Heng
FirstName LastNameJun
ECARX Holdings Inc. Hong Heng
Comapany
August 23, NameECARX
2022 Holdings Inc.
August
Page 2 23, 2022 Page 2
FirstName LastName
Questions and Answers About the Business Combination and the Extraordinary
General Meeting
Redemption Tables, page 16
2. Please revise the table to include under potential sources of dilution
the shares underlying
Public Warrants and the shares underlying Private Warrants, consistent
with the disclosure
on page 247 or advise us. You should make similar revisions throughout
your filing, as
appropriate.
Certain Prospective Operational and Financial Information, page 156
3. We note your response to prior comment 13. Revise to provide more
granular detail of
your stated assumptions. For example, provide further context for
"Projected adjusted
EBITDA is based on a variety of operational assumptions, including,
among others,
assumptions regarding cost of revenues, selling and marketing
expenses, research and
development expenses, general and administrative expenses, and
others."
Unaudited Pro Forma Condensed Combined Financial Information
Ownership, page 247
4. We note your response and reissue prior comment 19. Since Adjustment
3(8) reflects your
receipt of cash proceeds and issuance of shares (i.e., paid in
capital) in connection with the
strategic investments, please revise such that the 3.5 million shares
issued as consideration
are deemed outstanding and included within "Total Ordinary Shares
Outstanding at
Closing" (instead of "Potential Sources of Dilution."). Please make
clear if such issuance
would affect the calculation of the recapitalization factor at
closing.
Unaudited Pro Forma Combined Balance Sheet, page 248
5. We note your response to prior comment 16. Please disclose the
amounts due from the
VIE and the line item in the pro forma combined balance sheet in
which it is reflected.
Include a pro forma note to disclose the amount that will be settled
in cash (interest-free or
with interest, as applicable) no later than May 2026 and account for
any amount that will
be forgiven or written off or retained by the former VIE per
agreement.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 255
6. We note your response to prior comment 23. In such scenario where an
investment of
US$15 million from Luminar Technologies, Inc. were made with an
equivalent value in
the form of shares in its share capital, please expand pro forma note
3(8) to quantify the
number of shares underlying Luminar's investment and the applicable
price per share
measured in accordance with the respective investment agreement, had
the transaction
occurred at December 31, 2021.
Jun Hong Heng
ECARX Holdings Inc.
August 23, 2022
Page 3
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,
FirstName LastNameJun Hong Heng
Division of
Corporation Finance
Comapany NameECARX Holdings Inc.
Office of Technology
August 23, 2022 Page 3
cc: Shu Du
FirstName LastName