SecProbe.io

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.

 FirstName LastNameZiyu Shen
 Comapany NameECARX Holdings Inc.
 February 17, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       Shu Du, Esq.