Correspondence 0001104659-23-072650 from ECARX Holdings Inc. (ECX)
ECARX Holdings Inc.
Date: June 20, 2023 · CIK: 0001861974 · Accession: 0001104659-23-072650
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271861
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Re: ECARX Holdings Inc. Registration Statement on Form F-1 Filed May 12, 2023 File No. 333-271861
Dear Sir/Madam,
On behalf of our client, ECARX Holdings Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 9 , 2023 on the Company’s registration statement on Form F-1 filed on May 12, 2023.
Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the registration statement on Form F-1 (the “Registration Statement”) via EDGAR with the Commission. The Company has included page references in the Registration Statement where the language addressing a particular comment appears. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Securities and Exchange Commission
June 20, 2023
Page 2
Registration Statement on Form F-1
Prospectus Summary
Permission Required from the PRC Authorities for Our Operations, page 6
1. Please clearly state whether the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies apply to the current offering.
In response to the Staff’s comment, the Company has revised the disclosure on page 5 to page 6 of the Registration Statement.
Information Incorporated by Reference, page 55
2. We note that you incorporate by reference certain information set forth in Item 5 of Form F-1. Please note that you are not eligible to incorporate by reference on Form F-1 until three years after the completion of your business combination. Refer to General Instruction IV.D.1(b). Please revise to include the required information within your Form F-1 registration statement. For further guidance, refer to the March 31, 2021 Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies.
In response to the Staff’s comment, the Company has revised the overall disclosure accordingly and included the required information in the Registration Statement.
* * *
Securities and Exchange Commission
June 20, 2023
Page 3
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.
Very truly yours,
/s/ Shu Du
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CORRESP
1
filename1.htm
Skadden,
Arps, Slate, Meagher & Flom
Partners
Geoffrey
Chan *
Shu
Du *
Andrew
L. Foster *
Chi
T. Steve Kwok *
Edward
H.P. Lam ¨*
Haiping
Li *
Rory
McAlpine ¨
Jonathan
B. Stone *
Kai
Sun
Paloma P. Wang
¨
(Also Admitted in England & Wales)
*
(Also Admitted in New York)
世達國際律師事務所
42/F,
EDINBURGH TOWER, THE LANDMARK
15
QUEEN’S ROAD CENTRAL, HONG KONG
________
TEL:
(852) 3740-4700
FAX:
(852) 3740-4727
www.skadden.com
AFFILIATE
OFFICES
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BOSTON
CHICAGO
HOUSTON
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ANGELES
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YORK
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ALTO
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BEIJING
BRUSSELS
FRANKFURT
LONDON
MUNICH
PARIS
SÃO
PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
June 20, 2023
VIA EDGAR
Mr. Matthew Derby
Ms. Kathleen Krebs
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: ECARX Holdings Inc.
Registration Statement on Form F-1
Filed
May 12, 2023
File No. 333-271861
Dear Sir/Madam,
On behalf of our client, ECARX Holdings Inc., a
foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated June 9 , 2023 on the Company’s registration
statement on Form F-1 filed on May 12, 2023.
Concurrently with the submission of this letter,
the Company is filing Amendment No. 1 to the registration statement on Form F-1 (the “Registration Statement”)
via EDGAR with the Commission. The Company has included page references in the Registration Statement where the language addressing
a particular comment appears. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Securities and Exchange Commission
June 20, 2023
Page 2
Registration Statement on Form F-1
Prospectus Summary
Permission Required from the PRC Authorities for Our Operations,
page 6
1. Please clearly state whether the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
apply to the current offering.
In response to the Staff’s comment, the Company has
revised the disclosure on page 5 to page 6 of the Registration Statement.
Information Incorporated by Reference, page 55
2. We note that you incorporate by reference certain information set forth in Item 5 of Form F-1. Please note that you are not
eligible to incorporate by reference on Form F-1 until three years after the completion of your business combination. Refer to General
Instruction IV.D.1(b). Please revise to include the required information within your Form F-1 registration statement. For further
guidance, refer to the March 31, 2021 Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies.
In response to the Staff’s comment, the Company has revised the overall disclosure accordingly and included the required information
in the Registration Statement.
* * *
Securities and Exchange Commission
June 20, 2023
Page 3
If you have any questions regarding the
Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.
Very truly yours,
/s/ Shu Du
Shu Du
cc: Ziyu Shen, Chairman of the Board of Directors and Chief Executive Officer, ECARX Holdings Inc.
Ramesh Narasimhan, Chief Financial Officer, ECARX Holdings
Inc.
Peter X. Huang, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP
Oliver Xu, Partner, KPMG Huazhen LLP