View:
United States securities and exchange commission logo
February 17, 2023
Ziyu Shen
Chairman and 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.
Draft Registration
Statement on Form F-1
Submitted January
19, 2023
CIK No. 0001861974
Dear Ziyu Shen:
We have conducted a limited review of your draft registration
statement. 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 any requested
information and by publicly
filing your registration statement and non-public draft submission 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 filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1. Please revise the
prospectus cover page, risk factors and management's discussion and
analysis to disclose
that your controlling shareholder, Mr. Eric Li (Li Shufu), and Mr.
Ziyu Shen, your CEO and
Chairman, will be able to sell all of their shares for so long as
the registration
statement of which this prospectus forms a part is available for use.
Disclose the percentage
of shares this represents and that all of these shares were acquired
at prices significantly
below the current trading price of your shares. In addition, clarify
on the prospectus cover
page which selling shareholders are controlled by Messrs. Eric Li
and Ziyu Shen, or
simply refer to them as affiliates of Mr. Eric Li (Li Shufu) or Mr. Ziyu
Shen.
Ziyu Shen
ECARX Holdings Inc.
February 17, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Liquidity and Capital Resources, page 150
2. Please further expand your discussion of capital resources to address
changes in the
company s liquidity position since the business combination. Discuss
the net cash
proceeds you received in connection with the business combination,
indicating the sources
and uses. Disclose that the $15 million investment by Luminar
Technologies, Inc. was
paid by Luminor Technologies issuing 2,030,374 of its shares rather than
paying cash.
Also discuss that the $65 million you received from the Investor Notes
increased your
debt by $65 million and is due on 11/8/25. Disclose that the $11.50
conversion price of
the Investor Notes is below the current trading price of your Class A
ordinary shares,
making it unlikely that the Investor Notes will be converted unless the
market price of
your shares exceeds $11.50. If the company is likely to have to seek
additional capital,
discuss the effect of this offering on the company s ability to raise
additional capital.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
We also remind you that your registration statement must be on file no
later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461
regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior
to the requested
effective date of the registration statement.
Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Jan
Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
FirstName LastNameZiyu Shen
Division of
Corporation Finance
Comapany NameECARX Holdings Inc.
Office of
Technology
February 17, 2023 Page 2
cc: Shu Du, Esq.
FirstName LastName