SecProbe.io

CORRESP
 1
 filename1.htm

 July 28, 2025

 VIA EDGAR

 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-3 (File No. 333-288811)
Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended (the "Act"), ECARX Holdings Inc. (the "Company") hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "Registration Statement") be accelerated
to, and that the Registration Statement become effective at, 4 P.M., Eastern Daylight Time on July 30, 2025, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

 Very truly yours,

 ECARX Holdings Inc.

 By:
 /s/ Jing (Phil) Zhou

 Name:
 Jing (Phil) Zhou

 Title:
 Chief Financial Officer

 [ Signature Page to
Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 25, 2025

Ziyu Shen
Chief Executive Officer
ECARX Holdings Inc.
Second Floor North
International House
1 St. Katharine s Way
London E1W 1UN
United Kingdom

 Re: ECARX Holdings Inc.
 Registration Statement on Form F-3
 Filed July 21, 2025
 File No. 333-288811
Dear Ziyu Shen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

December 23, 2024

    VIA EDGAR

    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-3 (File No. 333-283854)

  Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended (the “Act”), ECARX Holdings Inc. (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated
to, and that the Registration Statement become effective at, 4 P.M., Eastern Daylight Time on December 27, 2024 or as soon thereafter as practicable.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

    Very truly yours,

    ECARX Holdings Inc.

    By:
    /s/ Jing (Phil) Zhou

    Name:
    Jing (Phil) Zhou

    Title:
    Chief Financial Officer

[Signature
Page to Acceleration Request]

December 20, 2024
Ziyu Shen
Chief Executive Officer
ECARX Holdings Inc.
12/F, Tower 2, Park Place
88 Baise Road
Xuhui District, Shanghai 200231
People’s Republic of China
Re:ECARX Holdings Inc.
Registration Statement on Form F-3
Filed December 17, 2024
File No. 333-283854
Dear Ziyu Shen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Shu Du

December 18, 2024
Jing (Phil) Zhou
Chief Financial Officer
ECARX Holdings Inc.
5/F Building 1, Zhongteng Building
2121 Longteng Avenue
Zuhui District, Shanghai 200232
People's Republic of China
Re:ECARX Holdings Inc.
Form 20-F for the Year Ended December 31, 2023
Response dated November 14, 2024
Dear Jing (Phil) Zhou:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

Document

November 14, 2024

VIA EDGAR

Ms. Claire DeLabar

Mr. Robert Littlepage

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    ECARX Holdings Inc. (the “Company”)

Form 20-F for the Year Ended December 31, 2023

Response dated September 18, 2024

Dear Ms. Claire DeLabar and Mr. Robert Littlepage,

This letter sets forth the Company’s responses to the comments contained in the letter dated October 3, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2023 filed with the Commission on April 3, 2024 (the “2023 Form 20-F”). The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter or the Company’s response dated September 18, 2024 shall have the meaning ascribed to such terms in the 2023 Form 20-F.

Correspondence filed September 18, 2024

Financial Statements

Note 1. Description of business and organization

(c) Restructuring, page F-15

1.It appears from the related party disclosure in Note 28 and your consolidation policy in Note 2(b) that you do not consolidate Zhejiang Huanfu. Please tell us how you evaluated ASC 810-10-15-17(d)(1)and(2) in determining whether to consolidate Zhejiang Huanfu as a VIE. In this regard, we note the Company's related parties participated significantly in the design of this entity and it appears substantially all of the activities of Zhejiang Huanfu either involve or are conducted on behalf of the Company. Also, specifically address in your response:

•Whether you provided Zhejiang Huanfu with any loans or other financial support or committed to provide such financial support;

•What happened to the business that now is supported by the procurement framework agreement and Right to Data agreements with Zhejiang

175692.01H-BEISR01A - MSW

September 18, 2024

Page 2

Huanfu, previously conducted by your VIEs and how you determined that the contribution of this business, which was  previously integral in the performance of your services, was deemed to be immaterial as noted in your response to prior comment one;

•The nature and extent of Zhejiang Huanfu’s operating activities (i.e., tell us if Zhejiang Huanfu has other customers for similar data-related services. If not, tell us how the terms of the procurement framework agreement were determined to be arm's length. Also, does it simply hold the intellectual property related to data-related services or does it carry out other activities, such as updating maps, marketing, etc. using the intellectual property that Zhejiang Huanfu licenses from the Company?);

•How fees to Zhejiang Huanfu under the arrangement are determined; and

•Your analysis as to whether Zhejiang Huanfu is your de facto agent, pursuant to paragraphs ASC 810-10-25-43.

The Company respectfully submits that Zhejiang Huanfu was established by the Company’s controlling shareholder, which is Mr. Shufu Li, in 2016 and is still ultimately controlled by the same shareholder of the Company, who participated in the design of Zhejiang Huanfu. To the best knowledge of the Company, Zhejiang Huanfu has since been operating as a company with operations of its own which are, mainly, property management services and data-related services. Upon request, Zhejiang Huanfu advised the Company that (i) its operating revenues come from a variety of activities, e.g. data-related services (referring to the telematics service provider (“TSP”) service which requires accessing and processing certain personal data, not Mapping and ICP data), leasing and property management, etc. It has several customers and, specifically for the data-related service, more than a substantial majority of its data-related service revenue is generated from customers other than the Company; (ii) it has its own employees and operates its own sales and marketing, research and development and supplier management activities, etc.; (iii) in addition to the intellectual property licensed from the Company, its research and development team further develops new technologies; and (iv) it has its own financing resources. The Company believes that substantially all of the activities of Zhejiang Huanfu neither involve nor are conducted on behalf of the Company.

The Company considered the definition of related parties for the purpose of evaluating the accounting in accordance with ASC 810-10-15-17(d)(1) and (2) and concluded that VIE scope exception does not apply to Zhejiang Huanfu and potential consolidation of Zhejiang Huanfu by the Company under VIE model shall be evaluated.

The Company evaluated paragraph ASC 810-10-25-38A and concluded that the Company does not have power to direct the activities of Zhejiang Huanfu that most significantly impact its economic performance; nor does the Company have an obligation to absorb losses or receive benefits potentially significant to Zhejiang

175692.01H-BEISR01A - MSW

September 18, 2024

Page 3

Huanfu and, consequently, the Company does not have a controlling financial interest in Zhejiang Huanfu and should not consolidate Zhejiang Huanfu in the Company’s consolidated financial statements.

The Company further addresses the Staff’s specific questions as follows:

•Whether you provided Zhejiang Huanfu with any loans or other financial support or committed to provide such financial support;

The Company had provided Zhejiang Huanfu certain short-term advances of RMB103 million and RMB19.8 million during FY2020 and FY2021, respectively, which have been disclosed in the prior filings and were fully repaid by the end of 2021. The Company has not provided any financial support to Zhejiang Huanfu since 2021 and is not committed to providing any financial support to Zhejiang Huanfu in the future.

•What happened to the business that now is supported by the procurement framework agreement and Right to Data agreements with Zhejiang Huanfu, previously conducted by your VIEs and how you determined that the contribution of this business, which was  previously integral in the performance of your services, was deemed to be immaterial as noted in your response to prior comment one;

As described in Note 2(q) in 2023 Form 20-F, the Company provides connectivity service to its customers to enable end-users of secure connected car service, comprising (i) the TSP maintenance services and (ii) mobile data packs. During the service period, the Company is able to access the personal data. These data include (i) information related to vehicle user; (ii) information related to the vehicle settings and configurations; and (iii) information generated by vehicle when used and operated.

Before the transfer of Right to Data, the Company provided the TSP maintenance service using its own service team. In response to the move by PRC government authorities to tighten the regulatory framework governing data security, cybersecurity and privacy, the Company initiated the process to transfer the Right to Data to Zhejiang Huanfu in September 2021 and the transfer was completed in December 2021. Since then, the Company does not have any right to access any personal data other than certain vehicle identification numbers (VINs) provided by automotive OEMs in association with the connectivity service. The Company then entered into procurement framework agreement with Zhejiang Huanfu to provide TSP maintenance services in connection with the connectivity service contracts entered into prior to the transfer of the Right to Data. Further, the Company licensed certain intellectual properties to Zhejiang Huanfu to enable it to perform such TSP maintenance service and to further develop business opportunities of such service of its own. The Company did not initiate any new contracts with its customers which require access to personal data since then.

The total amount of TSP maintenance services fee charged by Zhejiang Huanfu in connection with the connectivity service contracts was RMB64.7 million and RMB69.1 million in the fiscal years ended December 31, 2022 and 2023, respectively.

175692.01H-BEISR01A - MSW

September 18, 2024

Page 4

The connectivity service revenue generated in the fiscal years ended December 31, 2022 and 2023 was RMB213 million and RMB191 million, respectively, contributing less than 5% of the Company’s total consolidated revenues. Furthermore, the annual amount of connectivity service revenue estimated to be recognized over the remaining period of these contracts would be even lower than the annual revenue previously recognized as there is no new contract entered into after the transfer of Right to Data and these contracts will gradually run out. Therefore, the Company concluded that the TSP maintenance services purchased from Zhejiang Huanfu were not material as it is only part of connectivity service, which is not its core business.

•The nature and extent of Zhejiang Huanfu’s operating activities (i.e., tell us if Zhejiang Huanfu has other customers for similar data-related services. If not, tell us how the terms of the procurement framework agreement were determined to be arm's length. Also, does it simply hold the intellectual property related to data-related services or does it carry out  other activities, such as updating maps, marketing, etc. using the intellectual property that Zhejiang Huanfu licenses from the Company?);

As stated in the first paragraph under this Comment No. 1 and as advised by Zhejiang Huanfu (i) Zhejiang Huanfu’s revenues come from a variety of activities, e.g. data-related services (referring to the TSP service which requires accessing and processing certain personal data, not Mapping and ICP data), leasing and property management, etc. It has several customers and specifically for the data-related service, more than a substantial majority of its data-related service revenue is generated from these customers other than the Company; (ii) Zhejiang Huanfu has its own employees and operates its own sales and marketing, research and development and supplier management activities, etc.; (iii) in addition to the intellectual property licensed from the Company, Zhejiang Huanfu’s research and development team further develops new technologies; and (iv) Zhejiang Huanfu has its own financing resources.

Further upon request, Zhejiang Huanfu advised the Company that it does not carry out any business relating to mapping and surveying services. The intellectual property that Zhejiang Huanfu licensed from the Company is for the purpose of enabling Zhejiang Huanfu to perform TSP service (which relates to personal data, not Mapping and ICP data) and to further develop business opportunities of such service of its own.

•How fees to Zhejiang Huanfu under the arrangement are determined; and

The fees paid to Zhejiang Huanfu are to compensate the services received, the amounts of which are commensurate with the level of effort required to provide these services and were determined based on the actual costs incurred by Zhejiang Huanfu plus a reasonable margin. Additionally, the procurement framework agreement included only terms and conditions that are customarily present in other service contracts with other vendors of the Company.

• Your analysis as to whether Zhejiang Huanfu is your de facto agent, pursuant to paragraphs ASC 810-10-25-43.

175692.01H-BEISR01A - MSW

September 18, 2024

Page 5

The Company evaluated the factors discussed in ASC 810-10-25-43 as follows and concluded that Zhejiang Huanfu is not a de facto agent of the Company:

-The Company does not hold any equity in, nor has it, directly or indirectly via any party, provided any subordinated financial support to Zhejiang Huanfu;

-Zhejiang Huanfu has not received any interests as a contribution or loan from the Company except as described above;

-No employee, officer or board member of the Company holds a similar position in Zhejiang Huanfu;

-There is no agreement between the Company and Zhejiang Huanfu or its equity holders restricting the latter’s ability to sell, transfer or encumber its interests without the prior approval of the Company; and

-The business relationship with Zhejiang Huanfu is not determined to be close business relationship as described above. The Company has not had any involvement in Zhejiang Huanfu’s operations other than the procurement from Zhejiang Huanfu for TSP maintenance service and paying the service fees based on commercial terms. Further, Zhejiang Huanfu has its own customer base and conducts its own business activities.

2.It appears from the related party disclosure in Note 28 and your consolidation policy in Note 2(b) that you do not consolidate Hubei ECARX. We also note that Hubei ECARX retained your Mapping and ICP business following the Restructuring. Please tell us how you evaluated ASC 810-10-15-17(d)(1) and (2) in determining whether to consolidate Hubei ECARX as a VIE. In this regard, we note the Company's related parties participated significantly in the design of this entity and it appears substantially all of the activities of Hubei ECARX either involve or are conducted on behalf of the Company.

Also, specifically address in your response:

•Whether you provided Hubei ECARX with any loans or other financial support or committed to provide such financial support;

•How you are able to continue providing your services following the transfer of the Mapping and ICP businesses to Hubei ECARX;

•The nature and extent of Hubei ECARX’s operating activities (i.e., tell us if Hubei ECARX has other customers for similar surveying and mapping services and ICP licenses. If not, tell us how the terms of the agreements to utilize these services and licenses determined to be arm's length. Also, does Hubei ECARX also have agreements with Zhejiang Huanfu regarding mapping and surveying services or data and ICP license access, does Hubei ECARX simply hold the intellectual property related to surveying and mapping or does it carry out other activities, such as updating maps, marketing, etc.?);

175692.01H-BEISR01A - MSW

September 18, 2024

Page 6

•How you continue to have access to the Mapping and ICP data without "any subsisting agreement with Hubei ECARX with respect to mapping data and other technology related data and ICP licenses" and how any fees to Hubei ECARX under any other arrangement for access to the data are determined; and

•Your analysis as to whether Hubei ECARX is your de facto agent, pursuant to ASC 810-10-25-43.

The Company respectfully submits that as part of the Restructuring as described in Note 1(c) to the financial statements, the Company terminated all its agreements that resulted in Hubei ECARX being an entity controlled by the Company, in April 2022. Immediately after the Restructuring, the equity interests of Hubei ECARX were legally held by Mr. Shufu Li and Mr. Ziyu Shen, respectively, with Mr. Shufu Li ultimately holding majority of the interest. Based on the publicly available information, both Mr. Shufu Li and Mr. Ziyu Shen transferred certain equity interest of Hubei ECARX to some unrelated third-party investors and all the remaining equity interest to Hangzhou Langge Technology Co., Ltd. ("Langge”), an entity under the control of the controlling shareholder of the Company. Currently, Langge holds 81.2% equity in Hubei ECARX and is Hubei ECARX’s principal equity holder (the “Parent entity”). Upon request, Hubei ECARX has advised the Company that the Parent entity’s rights and obligations arising from the shareholding in Hubei ECARX are in proportion to its ownership interest. Hubei ECARX has also advised the Company that (i) since completion of the Restructuring in April 2022, it has been operating as a company with operations of its own carrying out retained Mapping and ICP businesses. It h

CORRESP
1
filename1.htm

Document

October 24, 2024

VIA EDGAR

Ms. Claire DeLabar

Mr. Robert Littlepage

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    ECARX Holdings Inc. (the “Company”)

Form 20-F for the Year Ended December 31, 2023

Response dated September 18, 2024

Dear Ms. Claire DeLabar and Mr. Robert Littlepage,

The Company has received the letter dated October 3, 2024 (the “Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2023 filed with the Commission on April 3, 2024 (the “2023 Form 20-F”) and the Company’s response letter submitted on September 18, 2024. On October 17, 2024, the Company submitted a letter to the Commission requesting for an extension of the deadline for responding to the Letter and the Company is hereby respectfully requesting that the deadline be further extended to November 15, 2024 due to the additional time required to gather sufficient information to address the Staff’s comments in the Letter.

If you have any additional questions or comments regarding the 2023 Form 20-F, please contact the undersigned at +86 (571) 8530 6942 or phil.zhou@ecarxgroup.com or the Company’s U.S. counsel Shu Du of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740 4858 or Shu.Du@skadden.com.

                                                                           Very truly yours,

/s/ Jing (Phil) Zhou
Jing (Phil) Zhou

Chief Financial Officer

cc:    Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Oliver Xu, Partner, KPMG Huazhen LLP

上海市徐汇区龙腾大道2121号众腾大厦1号楼5楼

F5, Bldg 1, Zhongteng Building, No. 2121 Longteng Avenue, Xuhui District, Shanghai

www.ecarxgroup.com

CORRESP
1
filename1.htm

Document

October 17, 2024

VIA EDGAR

Ms. Claire DeLabar

Mr. Robert Littlepage

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    ECARX Holdings Inc. (the “Company”)

Form 20-F for the Year Ended December 31, 2023

Response dated September 18, 2024

Dear Ms. Claire DeLabar and Mr. Robert Littlepage,

The Company has received the letter dated October 3, 2024 (the “Letter”) from the staff  (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2023 filed with the Commission on April 3, 2024 (the “2023 Form 20-F”) and the Company’s response letter submitted on September 18, 2024. The Company would like to request to the Staff for an extension of the deadline for responding to the Letter due to the additional time required to gather sufficient information and prepare thorough responses to address the Staff’s comments therein. The Company will provide its response to the Letter as soon as possible, in any event no later than October 24, 2024.

If you have any additional questions or comments regarding the 2023 Form 20-F, please contact the undersigned at +86 (571) 8530 6942 or phil.zhou@ecarxgroup.com or the Company’s U.S. counsel Shu Du of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740 4858 or Shu.Du@skadden.com.

                                                                           Very truly yours,

/s/ Jing (Phil) Zhou
Jing (Phil) Zhou

Chief Financial Officer

cc:    Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Oliver Xu, Partner, KPMG Huazhen LLP

上海市徐汇区龙腾大道2121号众腾大厦1号楼5楼

F5, Bldg 1, Zhongteng Building, No. 2121 Longteng Avenue, Xuhui District, Shanghai

www.ecarxgroup.com

October 3, 2024
Jing (Phil) Zhou
Chief Financial Officer
ECARX Holdings Inc.
5/F Building 1, Zhongteng Building
2121 Longteng Avenue
Zuhui District, Shanghai 200232
People's Republic of China
Re:ECARX Holdings Inc.
Form 20-F for the Year Ended December 31, 2023
Response dated September 18, 2024
Dear Jing (Phil) Zhou:
            We have reviewed your September 18, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our September 4,
2024 letter.
Correspondence filed September 18, 2024
Financial Statements
Note 1. Description of business and organization
(c) Restructuring, page F-15
It appears from the related party disclosure in Note 28 and your consolidation policy in
Note 2(b) that you do not consolidate Zhejiang Huanfu. Please tell us how you evaluated
ASC 810-10-15-17(d)(1)and(2) in determining whether to consolidate Zhejiang Huanfu as
a VIE. In this regard, we note the Company's related parties participated significantly in
the design of this entity and it appears substantially all of the activities of Zhejiang
Huanfu either involve or are conducted on behalf of the Company. Also, specifically
address in your response:
• Whether you provided Zhejiang Huanfu with any loans or other financial support or 1.

October 3, 2024
Page 2
committed to provide such financial support;
• What happened to the business that now is supported by the procurement framework
agreement and Right to Data agreements with Zhejiang Huanfu, previously conducted by
your VIEs and how you determined that the contribution of this business, which was
previously integral in the performance of your services, was deemed to be immaterial as
noted in your response to prior comment one;
• The nature and extent of Zhejiang Huanfu’s operating activities (i.e., tell us if Zhejiang
Huanfu has other customers for similar data-related services. If not, tell us how the terms
of the procurement framework agreement were determined to be arm's length. Also, does
it simply hold the intellectual property related to data-related services or does it carry out
other activities, such as updating maps, marketing, etc. using the intellectual property that
Zhejiang Huanfu licenses from the Company?);
• How fees to Zhejiang Huanfu under the arrangement are determined; and
• Your analysis as to whether Zhejiang Huanfu is your de facto agent, pursuant to
paragraphs ASC 810-10-25-43.
2.It appears from the related party disclosure in Note 28 and your consolidation policy in
Note 2(b) that you do not consolidate Hubei ECARX. We also note that Hubei ECARX
retained your Mapping and ICP business following the Restructuring. Please tell us how
you evaluated ASC 810-10-15-17(d)(1)and(2) in determining whether to consolidate
Hubei ECARX as a VIE. In this regard, we note the Company's related parties
participated significantly in the design of this entity and it appears substantially all of the
activities of Hubei ECARX either involve or are conducted on behalf of the Company.
Also, specifically address in your response:
• Whether you provided Hubei ECARX with any loans or other financial support or
committed to provide such financial support;
• How you are able to continue providing your services following the transfer of the
Mapping and ICP businesses to Hubei ECARX;
• The nature and extent of Hubei ECARX’s operating activities (i.e., tell us if Hubei
ECARX has other customers for similar surveying and mapping services and ICP
licenses. If not, tell us how the terms of the agreements to utilize these services and
licenses determined to be arm's length. Also, does Hubei ECARX also have agreements
with Zhejiang Huanfu regarding mapping and surveying services or data and ICP license
access, does Hubei ECARX simply hold the intellectual property related to surveying and
mapping or does it carry out other activities, such as updating maps, marketing, etc.?);
• How you continue to have access to the Mapping and ICP data without "any subsisting
agreement with Hubei ECARX with respect to mapping data and other technology related
data and ICP licenses" and how any fees to Hubei ECARX under any other arrangements
for access to the dats are determined; and
• Your analysis as to whether Hubei ECARX is your de facto agent, pursuant to ASC 810-
10-25-43.
We note in your response to prior comment one that you purchased vehicle-mounted
mobile terminal and other related products from Zhejiang Huanfu and engaged Zhejiang
Huanfu to provide telematics service provider services relating to vehicle information
management system maintenance and support services, services relating to the
management of mobile network and other services that concern or require the use of
data. Please expand your revenue recognition policy to describe each of these types of 3.

October 3, 2024
Page 3
product revenues and services revenues, the role Zhejiang Huanfu has compared to the
responsibilities of the Company, and the basis for recognizing revenues for these services
pursuant to ASC 606-10-05-4. Please provide us with a detailed discussion of the basis for
recognizing each type of revenue that integrates the terms of your agreements with
Zhejiang Huanfu, including:
•What entity is responsible for issues that may arise during the provision of services in
which the data is only found at within Zhejiang Huanfu under the procurement
framework agreement and any other agreements;
•How Zhejiang Huanfu retaining all these types of data impacted your evaluation of
performance obligations;
•Whether you or Zhejiang are principal or agent in the provision of these services; and
•Revenue recognition policy conclusions for the Company for each type of services
provided.
Note 28. Related party balances and transactions, page F-69
4.We note that you aggregate the amounts of all related party transactions. While the
guidance in ASC 850-10-50-3 does permit some aggregation of similar transactions by
type of related party, since Zhejiang Huanfu and Hubei ECARX differ from other related
party transactions due to the transfer of the right-to-data and procurement framework
agreement and mapping and ICP license businesses from the previous VIE, please expand
the disclosure to separately disclose all related party transactions between the Company
and each of these related party entities.
5.Please also describe the agreements between the Company and Zhejiang Huanfu and
Hubei ECARX in detail, including a detailed description of the Restructuring transaction
agreements and continuing relationships and transactions, pursuant to ASC 850-10-50-
1(b).
6.Please also disclose the basis for your belief that related party transactions between the
Company and Zhejiang Huanfu and Hubei ECARX are based on terms equivalent to those
that prevail in arm's length transactions, including how you substantiated such
representations pursuant to ASC 850-10-50-5.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

Document

September 18, 2024

Page 1

September 18, 2024

VIA EDGAR

Ms. Claire DeLabar

Mr. Robert Littlepage

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    ECARX Holdings Inc. (the “Company”)

Form 20-F for the Year Ended December 31, 2023

Dear Ms. Claire DeLabar and Mr. Robert Littlepage,

This letter sets forth the Company’s responses to the comments contained in the letter dated September 4, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2023 filed with the Commission on April 3, 2024 (the “2023 Form 20-F”). The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.

Form 20-F for the Year Ended December 31, 2023

Item 3. Key Information

Our Holding Company Structure and China Operations, page 5

1.Please expand the disclosure to include a detailed description of contractual agreements between Zhejiang Huanfu Technology Co. Ltd. and Holdings and other subsidiaries and how they may affect investors. Disclose the methodology used to determine financial obligations to Zhejiang Huanfu Technology Co. Ltd. in accordance with the agreements for mapping data and other technology related data and ICP licenses. Also disclose any relationships other than the agreements, such as common ownership and/or control between Holdings and its subsidiaries and Zhejiang Huanfu Technology Co. Ltd. Please expand the disclosure in Risks Relating to Doing Business in China accordingly.

The Company respectfully submits that, as disclosed in the 2023 20-F, it used to provide surveying and mapping services and conduct ICP businesses (“Mapping and ICP Businesses”) through its former VIE, Hubei ECARX Technology Co., Ltd. (“Hubei ECARX”). In early 2022, the Company implemented a series of transactions

175377.01H-BEISR01A - MSW

September 18, 2024

Page 2

to restructure its organization and business operations as a result of which the contractual arrangements that required the Company to consolidate Hubei ECARX were terminated, and Hubei ECARX retained the Mapping and ICP Business. The Company has divested and has not engaged in the Mapping and ICP Businesses and has not been in possession of any surveying or mapping qualification or ICP license since then. Neither the Company nor any of its subsidiaries has any subsisting agreement with Hubei ECARX with respect to mapping data and other technology related data and ICP licenses.

In addition, the Company’s subsidiaries and Hubei ECARX previously possessed the right to access and process certain personal data relevant to their respective business operations (“Right to Data”). As disclosed in the 2023 20-F, the Company initiated the process to transfer the Right to Data to Zhejiang Huanfu Technology Co., Ltd. (“Zhejiang Huanfu”) in September 2021 and the transfer was completed in December 2021. The change was made in response to the move by PRC government authorities to tighten the regulatory framework governing data security, cybersecurity and privacy. Since then, the Company’s mainland China subsidiaries have not had any right to access or process any personal data other than certain employee personal data and certain vehicle identification numbers provided by automotive OEMs in association with the provision by the Company of product repair and maintenance services.

Both Zhejiang Huanfu and Hubei ECARX are entities controlled by the controlling shareholder of the Company. Each of them operates independently of the Company and there is no arrangement which allows the Company to exercise control or consolidate Zhejiang Huanfu or Hubei ECARX.

In January 2022, the Company entered into a procurement framework agreement with Zhejiang Huanfu and thereafter concluded several procurement-related contracts pursuant to the procurement framework agreement for the sole purpose of contracting Zhejiang Huanfu to discharge the Company’s outstanding obligations to provide certain data-related services to its PRC customers. There is no agreement between the Company or its subsidiaries with Zhejiang Huanfu pertaining to mapping data or ICP licenses. All of the Company and its consolidated subsidiaries’ payments to Zhejiang Huanfu were determined based on the arm’s length commercial terms of the agreements with Zhejiang Huanfu. The Company concluded that the amounts of its transactions in 2023 and account balances as of December 31, 2023 with Zhejiang Huanfu were not material warranting specific disclosure or discussion.

In light of the foregoing, the Company proposes to revise the disclosure under “Item 3. Key Information – Our Holding Company Structure and China Operations” in its future Form 20-F filings, as shown in the blackline below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed:

175377.01F-BEISR01A - MSW

September 18, 2024

Page 3

“Prior to 2022, we conducted our operations in China through our PRC subsidiaries and through Hubei ECARX Technology Co., Ltd., the former VIE, with which we, our subsidiary, and the nominee shareholders of the former VIE entered into certain contractual arrangement. PRC laws, regulations, and rules restrict and impose conditions on foreign investment in certain types of businesses, and we operated certain businesses, including businesses that were subject to such restrictions and conditions in China such as surveying and mapping services and ICP businesses, through the former VIE. We did not own any equity interest in the former VIEs and relied on the contractual arrangements to direct their business operations. Such structure enables investors to invest in China-based companies in sectors where foreign direct investment is prohibited or restricted under PRC laws and regulations. We effected the Restructuring in 2022 and terminated the VIE corporate structure. The termination was due to the increased regulatory scrutiny over such structure and because the businesses and assets relating to surveying and mapping services and ICP businesses held by Hubei ECARX, the former VIE, were inconsequential to our operations in 2020 and 2021 and which we believe have not had and will not have any material impact on our business operations or financial results. Following the Restructuring in 2022, the contractual arrangement of the VIE structure was terminated and currently we do not have any VIE in China.”

The Company also proposes to revise the disclosure under “Item 3. Key Information – Arrangements with Respect to Certain Personal Data” in its future Form 20-F filings, as shown in the blackline below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed:

“In response to the move by PRC government authorities to tighten the regulatory framework governing data security, cybersecurity and privacy, in September 2021 we initiated the an internal process to transfer the rights of our mainland China subsidiaries and of the former VIE to access and process personal data relevant to their respective business operations to Zhejiang Huanfu Technology Co., Ltd., or Zhejiang Huanfu, an entity controlled by our controlling shareholder. The transfer was completed in December 2021 and as of the date of this annual report, our mainland China subsidiaries do not have any right to access or process any personal data other than certain employee personal data and certain vehicle identification numbers provided by automotive OEMs in association with our provision of product repair and maintenance services. In January 2022, we entered into a procurement framework agreement with Zhejiang Huanfu and thereafter concluded several procurement-related contracts pursuant to the procurement framework agreement for the sole purpose of contracting Zhejiang Huanfu to discharge our outstanding obligations to provide certain data-related services to our PRC customers. Under these contracts, we purchased vehicle-mounted mobile terminal and other related products from Zhejiang Huanfu and engaged

175377.01F-BEISR01A - MSW

September 18, 2024

Page 4

Zhejiang Huanfu to provide telematics service provider services relating to vehicle information management, system maintenance and support services, services relating to the management of mobile network and other services that concern or require the use of data. We also license certain intellectual property to Zhejiang Huanfu to enable it to perform its services as contracted. These contracts are governed by terms that we typically enter into with our suppliers.”

The Company further proposes to revise the disclosure under “Item 3. Key Information – D. Risk Factors – Risks Relating to Doing Business in China – Our business is subject to complex and evolving laws and regulations regarding cybersecurity, privacy, data protection and information security in China and elsewhere. Any privacy or data security breach or any failure to comply with these laws and regulations could damage our reputation and brand, result in negative publicity, legal proceedings, increased cost of operations, warnings, fines, service or business suspension, or otherwise harm our business and results of operations” in its future Form 20-F filings, as shown in the blackline below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed:

“[…]

In response to the tightening of regulatory framework in China governing data security, cybersecurity, and privacy, in September 2021 we initiated the an internal process to transfer the rights of our mainland China subsidiaries and Hubei ECARX to access and process personal data relevant to their respective business operations to Zhejiang Huanfu Technology Co., Ltd., or Zhejiang Huanfu. The transfer was completed in December 2021 and as of the date of this annual report, our mainland China subsidiaries do not have any right to access or process any personal data other than certain employee personal data and certain vehicle identification numbers provided by automotive OEMs in association with our provision of maintenance and repair services. In January 2022, we entered into a procurement framework agreement with Zhejiang Huanfu and thereafter concluded several procurement-related contracts pursuant to the procurement framework agreement for the sole purpose of contracting Zhejiang Huanfu to discharge our outstanding obligations to provide certain data-related services to our PRC customers. There is no assurance that we will continue to maintain the same collaborative arrangements with or receive the same level of services from Zhejiang Huanfu. If any agreement between us and Zhejiang Huanfu is terminated or expires without renewal, or if Zhejiang Huanfu fails to perform its obligations under such arrangement, becomes unable to provide its services timely and effectively, or at all, or decides to conduct its business or operate in a way that is detrimental to our business interests, our business may be severely

175377.01F-BEISR01A - MSW

September 18, 2024

Page 5

interrupted and there would be a material adverse effect on our business, results of operations, financial condition, and prospects.

[…]”

Risk Factors

Summary of Risk Factors, page 16

2.In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in your Form 20-F. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

In response to the Staff’s comment, the Company respectfully proposes to revise the disclosure under “Item 3. Key Information – D. Risk Factors – Summary of Risk Factors –  Risks Relating to Doing Business in China” in its future Form 20-F filings, as shown in the blackline below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed:

“Risks Relating to Doing Business in China

•ECARX Holdings is not an operating company but a Cayman Islands holding company. We conduct operations through our subsidiaries, with our operations in China currently being conducted by our PRC subsidiaries. This holding company structure involves unique risks to investors. As a holding company, ECARX Holdings may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. The ability of our subsidiaries to pay dividends or make distributions to ECARX Holdings may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In addition, PRC regulatory authorities could disallow this

175377.01F-BEISR01A - MSW

September 18, 2024

Page 6

holding company structure and limit or hinder our ability to conduct our business through, receive dividends or distributions from, or transfer funds to, the operating companies or list on a U.S. or other foreign exchange, which could cause the value of our securities to significantly decline or become worthless. See “Item 3. Key Information – Our Holding Company Structure and China Operations” and “Item 3. Key Information – D. Risk Factors – Risks Relating to Doing Business in China – We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our mainland China subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” for details;

•The PRC government has significant oversight and discretion over our business operations, and it may intervene or influence on our operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in our operations and the value of our securities. In addition, the PRC government may exert more control over offerings conducted outside of China and foreign investment in China-based companies, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. See “Item 3. Key Inform

September 4, 2024
Jing (Phil) Zhou
Chief Financial Officer
ECARX Holdings Inc.
5/F Building 1, Zhongteng Building
2121 Longteng Avenue
Zuhui District, Shanghai 200232
People's Republic of China
Re:ECARX Holdings Inc.
Form 20-F for the Year Ended December 31, 2023
Dear Jing (Phil) Zhou:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2023
Item 3. Key Information
Our Holding Company Structure and China Operations, page 5
1.Please expand the disclosure to include a detailed description of contractual agreements
between Zhejiang Huanfu Technology Co. Ltd. and Holdings and other subsidiaries and
how they may affect investors. Disclose the methodology used to determine financial
obligations to Zhejiang Huanfu Technology Co. Ltd. in accordance with the agreements
for mapping data and other technology related data and ICP licenses. Also disclose any
relationships other than the agreements, such as common ownership and/or control
between Holdings and its subsidiaries and Zhejiang Huanfu Technology Co. Ltd. Please
expand the disclosure in Risks Relating to Doing Business in China accordingly.

September 4, 2024
Page 2
Risk Factors
Summary of Risk Factors, page 16
2.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in your Form 20-F. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
We are subject to risks relating to our Restructuring, page 24
3.We note that in 2022, as a result of the Restructuring, you do not have any VIEs in
China. Please explain the reasons for the elimination of your VIE corporate structure. In
doing so, discuss how foreign direct investment in the technology transferred to Zhejiang
Huanfu Technology Co. Ltd. in the Restructuring, such as your map surveying and
mapping qualification and ICP license that are utilized in your automotive computing
platforms, is permissible under the Foreign Investment Law of the People's Republic of
China. Discuss whether any other non-PRC holding companies controlling PRC operating
companies principally employing such activities operate without a VIE structure, and
whether the CSRC or any other PRC governmental entity has ever approved the direct
foreign ownership of a PRC company utilizing map surveying and mapping qualification,
mapping activities and ICP license. Additionally, revise your disclosure under
“Regulations,” to disclose how your business is regulated under the Catalog of Industries
for Foreign Investment. Please expand the disclosure in Note 1(c) to the financial
statements on page F-15 as well.
Item 5. Operating and Financial Review and prospects, page 78
4.Refer to your discussion of Sales of Goods Revenues. Please expand the discussion in
future filings to separately quantify the impact on revenues from changes in price and
volume.
Financial Statements
Note 1. Description of business and organization, page F-13
Please expand the disclosure of your description of business and Restructuring in Notes
1(a) and 1(c) to include a detailed description of your agreements with Zhejiang Huanfu
Technology Co. Ltd., including a description of how contracting with Zhejiang Huanfu
Technology Co. Ltd. to retain your mapping data and ICP license impacts your business
and risks related to your business. Also, describe the methodology used to determine 5.

September 4, 2024
Page 3
payments to Zhejiang Huanfu Technology Co. Ltd. under the contract and any related
party relationships between you, your subsidiaries and Zhejiang Huanfu Technology Co.
Ltd. Please expand your MD&A discussion accordingly.
Note 26. Risks and concentration, page F-66
6.Please disclose the risks related to the agreement with Zhejiang Huanfu Technology Co.
Ltd., including having another entity with access to critical mapping data and ICP license
rights and any potential risk that authorities may deem the arrangement to be
inappropriate direct foreign investment.
            In closing, 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.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

June 28, 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. (CIK No. 0001861974)

Registration Statement on Form F-1 (File No. 333-271861)

Dear Mr. Derby and Ms. Krebs:

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, ECARX Holdings Inc. (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated
to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on June 30, 2023, or as soon thereafter as practicable.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

Very truly yours,

ECARX Holdings Inc.

    By:
    /s/ Ramesh Narasimhan

    Name: Ramesh Narasimhan

    Title: Chief Financial Officer

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

                                                 -----------

                                                 BOSTON

                                                 CHICAGO

                                                 HOUSTON

                                                 LOS
                                            ANGELES

                                                 NEW
                                            YORK

                                                 PALO
                                            ALTO

                                                 WASHINGTON,
                                            D.C.

                                                 WILMINGTONv

                                                 -----------

                                                 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

United States securities and exchange commission logo
June 9, 2023
Ziyu Shen
Chairman and Chief Executive Officer
ECARX Holdings Inc.
ECARX office, 2nd Floor South, International House
1 St. Katharine’s Way
London E1W 1UN
United Kingdom
Re:ECARX Holdings Inc.
Registration Statement on Form F-1
Filed May 12, 2023
File No. 333-271861
Dear Ziyu Shen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
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.

 FirstName LastNameZiyu Shen
 Comapany NameECARX Holdings Inc.
 June 9, 2023 Page 2
 FirstName LastName
Ziyu Shen
ECARX Holdings Inc.
June 9, 2023
Page 2
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.
            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.
            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 Matthew Derby,
Legal Branch Chief, at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Shu Du, Esq.

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

                                                                -----------

                                                                BOSTON
 CHICAGO
 HOUSTON
 LOS ANGELES
 NEW YORK
 PALO ALTO
 WASHINGTON, D.C.
 WILMINGTON

                                                                -----------

                                                                BEIJING

BRUSSELS

 FRANKFURT

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

May 12, 2023

    VIA EDGAR

    Ms. Jan Woo

    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.

    Draft Registration Statement on Form F-1

Submitted January 19, 2023

CIK No. 0001861974

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 February 17, 2023 on the Company’s draft
registration statement on Form F-1 confidentially submitted on January 19, 2023.

Concurrently with the submission of this letter,
the Company is filing the registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via
EDGAR with the Commission. 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

May 12, 2023

Page 2

The
Company has filed its annual report for the fiscal year ended December 31, 2022 with the Commission on April 24, 2023 (the “Annual
Report”) and the Company has elected to provide information required by Item 3 and Item 4 of Form F-1 by incorporating by
reference the Annual Report into the prospectus that is part of the Registration Statement in accordance with General Instruction VI,
Item 4A and Item 5 of Form F-1.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page and page 14 and pages 21-22 of the Registration Statement.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 21-22 of the Registration Statement.

*            *            *

Securities and Exchange Commission

May 12, 2023

Page 3

If you have any questions regarding the Draft 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

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.

CORRESP
1
filename1.htm

ECARX HOLDINGS INC.

16/F, Tower 2, China Eastern
Airline Binjiang Center

277 Longlan Road, Xuhui
District

Shanghai, People’s
Republic of China 200041

November 16, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ECARX Holdings Inc. (the “Company”)

    Registration Statement on Form F-4

    Originally Filed October 11,
2022

    File No. 333-267813

Dear Mr. Wiley and Mr. Kauten:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date
of the Company’s Registration Statement on Form F-4 (File No. 333-267813) be accelerated by the Securities
and Exchange Commission to 4:30 p.m. Washington D.C. time on November 18, 2022 or as soon as practicable thereafter. In making this
acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be
notified of such effectiveness by a telephone call to Brian V. Breheny at (202) 371-7180 or Shu Du at +852 3740 4858 of Skadden,
Arps, Slate, Meagher & Flom LLP, and we request that such effectiveness also be confirmed in writing.

[Signature page follows]

Very truly yours,

ECARX Holdings Inc.

By:
/s/ Ziyu Shen

Name:
Ziyu Shen

Title:
Chairman and Chief Executive Officer

    cc:
    Ramesh Narasimhan, Chief Financial Officer, ECARX Holdings Inc.

    Peter X. Huang, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Shu Du, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Albert W. Vanderlaan, Partner, Orrick Herrington & Sutcliffe LLP

    Hari Raman, Partner, Orrick Herrington & Sutcliffe LLP

    2

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

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    November 14, 2022

    VIA EDGAR

    Ms. Kathryn Jacobson

    Mr. Robert Littlepage

    Mr. Kyle Wiley

    Mr. Jeff Kauten

    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. (CIK No. 0001861974)

Dear Ms. Jacobson, Mr. Littlepage, Mr. Wiley and Mr. Kauten,

On behalf of our client, ECARX Holdings Inc., a
foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we thank the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) for the prompt review of the Amendment No.1 to the Company’s
registration statement on Form F-4 filed with the Commission on November 4, 2022 (the “Amendment No.1”) and submit
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 9, 2022 with
respect to the Amendment No.1.

U.S. Securities and Exchange Commission

November 14, 2022

Page 2

Concurrently with the submission of this letter,
the Company is filing the Amendment No. 2 to the registration statement on Form F-4 (the “Amendment No. 2”) and certain
exhibits via EDGAR with the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Amendment No. 2 where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.
2. In addition to the changes made in response to the Staff’s comments, the changes reflected in the Amendment No. 2 also include
the updated unaudited condensed financial information for the nine months ended September 30, 2022 for COVA Acquisition Corp. and the
corresponding updated pro forma financial information.

The Company endeavors to have the registration
statement declared effective as soon as practicable by November 18, 2022 and would be grateful for the Staff’s review and continued
support.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on page 33 of the Amendment No. 2.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on page 217 of the Amendment No. 2.

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).

U.S. Securities and Exchange Commission

November 14, 2022

Page 3

In response to the Staff’s comment, the Company has
revised the disclosure on page 262 of the Amendment No. 2 and has made corresponding revisions to disclosures on pages 16, 20-22, 38-40,
and 132-134 of the Amendment No. 2.

 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.

In response to the Staff’s comment, the Company has
revised the disclosure on page 263 of the Amendment No. 2 and has re-filed the Convertible Note Purchase Agreement under Exhibit 10.23
to the Amendment No. 2 to include the Form of Convertible Senior Note under Schedule 1 of the Convertible Note Purchase Agreement, which
stipulates the conversion price and other conversion terms for the Investor Notes.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 271-272 of the Amendment No. 2. The Company respectfully advises the Staff that the Company has not generated any revenues from activities in association with the Internet
Map Service, mapping activities and ICP License, as they are still in research and development stage.

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.

U.S. Securities and Exchange Commission

November 14, 2022

Page 4

In response to the Staff’s comment,
the Company has revised the disclosure on page 274 of the Amendment No. 2.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on page F-67 of the Amendment No. 2.

*        	*	        *

U.S. Securities and Exchange Commission

November 14, 2022

Page 5

If you have any questions regarding the Amendment
No. 2, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com, or Brian Breheny by phone at +1 202
371 7180 or via email at brian.breheny@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.

Jun Hong Heng, Chairman, Chief Executive Officer and Chief
Financial Officer of COVA Acquisition Corp.

Peter X. Huang, Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Shu Du, Partner, Skadden, Arps, Slate, Meagher & Flom
LLP

Albert W. Vanderlaan, Partner, Orrick Herrington & Sutcliffe
LLP

Oliver Xu, Partner, KPMG Huazhen LLP

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.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 November 9, 2022 Page 2
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
November 9, 2022
Page 2
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.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 November 9, 2022 Page 3
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
November 9, 2022
Page 3
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

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

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON,
    D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

November
4, 2022

    VIA EDGAR

    Ms. Kathryn Jacobson

    Mr. Robert Littlepage

    Mr. Kyle Wiley

    Mr. Jeff Kauten

    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. (CIK No.
                                            0001861974)

Dear Ms. Jacobson, Mr. Littlepage, Mr.
Wiley and Mr. Kauten,

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 November 2, 2022
on the Company’s registration statement on Form F-4 filed with the Commission on October 11, 2022 (the “Registration Statement”).

Concurrently with
the submission of this letter, the Company is filing its Amendment No. 1 to the Registration Statement on Form F-4 (the “Amendment
No. 1”) and certain exhibits via EDGAR with the Commission.

The Staff’s
comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment
No. 1 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Amendment No. 1. The changes reflected in the Amendment No. 1 include those made in response to the Staff’s comments
as well as other updates.

U.S.
Securities and Exchange Commission

November
4, 2022

Page
2

Unaudited Pro Forma Condensed
Combined Financial Information

Unaudited Pro Forma Combined Statement
of Operations

For the Six Months Ended June
30, 2022, page 264

 1. Please revise your presentation
                                            of the interim pro forma condensed combined statements of operations and the pro forma combined
                                            statements of operations for the year ended December 31, 2021 to include an autonomous entity
                                            adjustment column that gives effect to the spin-off of the businesses that were retained
                                            by Hubei ECARX VIE in connection with the VIE restructuring. We note that their respective
                                            operations will not be part of the on-going operations of ECARX and COVA, the combining entities.

The Company respectfully submits
to the Staff that the column titled “VIE Restructuring Adjustments” starting on page 264 of the Registration Statement is
an autonomous entity adjustment column that gives effect to the spin-off of the businesses that were retained by Hubei ECARX VIE in connection
with the VIE restructuring referred to in the Staff's comment. The Company has revised the column title from “VIE Restructuring
Adjustments” to “Autonomous entity adjustment on VIE Restructuring” for clearer presentation.

Notes to Unaudited Condensed Consolidated
Financial Statements

1. Summary of significant accounting
policies

(b) Reorganization, page F-66

 2. Please identify the businesses
                                            which were subject to the restriction on foreign investment and “were spun off from
                                            the Group upon the completion of the restructuring” as set forth on the Supplementary
                                            Agreement of the Restructuring Framework Agreement (Exhibit 10.18).

In response to the Staff’s
comment, the Company has revised the disclosure on pages F54-55 and F66-67 of the Amendment No. 1, according to the terms of the Supplementary
Agreement of the Restructuring Framework Agreement (Exhibit 10.18 of the Amendment No. 1).

U.S.
Securities and Exchange Commission

November
4, 2022

Page
3

 3. We note your deconsolidation of
                                            Hubei Dongjun Automotive Electronic Technology Co., Ltd and Suzhou Photon-Matrix Optoelectronics
                                            Technology Co., Ltd on pages F-31 and F-73 respectively. However, Section 1.2 of the Supplementary
                                            Agreement of the Restructuring Framework Agreement appears to indicate that Hubei ECARX’s
                                            equity interests in those entities that were temporarily transferred to third parties were
                                            transferred back to you. Please help us understand your accounting treatment arising from
                                            such transfers.

The Company acknowledges the
Staff’s comment and respectfully advises the Staff that the Supplementary Agreement of the Restructuring Framework Agreement was
entered into in connection with the Restructuring and the temporary transfers of Hubei ECARX’s equity interests in Hubei Dongjun
Automotive Electronic Technology Co., Ltd and Suzhou Photon-Matrix Optoelectronics Technology Co. were intended to facilitate the implementation
of the Restructuring. Although the equity interests of Hubei Dongjun Automotive Electronic Technology Co., Ltd and Suzhou Photon-Matrix
Optoelectronics Technology Co. were temporarily transferred to third parties before such equity interests were transferred back to ECARX
(Hubei) Tech, a wholly-owned subsidiary of the Company, the equity interests held by the company group in Hubei Dongjun Automotive Electronic
Technology Co., Ltd and Suzhou Photon-Matrix Optoelectronics Technology Co., Ltd as well as the company group’s rights and obligations
attached to such equity interests remained substantially unchanged before and after the Restructuring. Given that (i) there was no substantial
change in economic substance before and after the Restructuring, and (ii) the short lapse of time between the equity interests being
transferred to third parties and the same being transferred back to the company group, the Company is of the view that no accounting
impact should arise from such temporary transfers.

 4. We note the disclosure on page
                                            F-85. With a view towards clarifying disclosure, please explain to us why you report Suzhou
                                            Tongjie Automotive Electronics Co., Ltd. as an “Entity which is under significant influence
                                            of the Company,” notwithstanding that it was a business retained by Hubei ECARX VIE.

In response to the Staff’s
comment, the Company has revised the disclosure on page F-85 of the Amendment No. 1.

*         *         *

U.S.
Securities and Exchange Commission

November
4, 2022

Page
4

If you have any
questions regarding the Amendment No. 1, 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.

Jun Hong Heng, Chairman, Chief
Executive Officer and Chief Financial Officer of COVA Acquisition Corp.

Peter X.
Huang, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shu Du, Partner, Skadden,
Arps, Slate, Meagher & Flom LLP

Albert W. Vanderlaan, Partner,
Orrick Herrington & Sutcliffe LLP

Oliver Xu,
Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
November 2, 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.
Registration Statement on Form F-4
Filed October 11, 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.
Registration Statement on Form F-4 filed October 11, 2022
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Combined Statement of Operations
For the Six Months Ended June 30, 2022, page 264
1.Please revise your presentation of the interim pro forma condensed combined statements
of operations and the pro forma combined statements of operations for the year ended
December 31, 2021 to include an autonomous entity adjustment column that gives effect
to the spin-off of the businesses that were retained by Hubei ECARX VIE in connection
with the VIE restructuring.  We note that their respective operations will not be part of the
on-going operations of ECARX and COVA, the combining entities.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 November 2, 2022 Page 2
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
November 2, 2022
Page 2
Notes to Unaudited Condensed Consolidated Financial Statements
1. Summary of significant accounting policies
(b) Reorganization, page F-66
2.Please identify the businesses which were subject to the restriction on foreign investment
and "were spun off from the Group upon the completion of the restructuring" as set forth
on the Supplementary Agreement of the Restructuring Framework Agreement (Exhibit
10.18).
3.We note your deconsolidation of Hubei Dongjun Automotive Electronic Technology
Co., Ltd and Suzhou Photon-Matrix Optoelectronics Technology Co., Ltd on pages F-31
and F-73 respectively.  However, Section 1.2 of the Supplementary Agreement of
the Restructuring Framework Agreement appears to indicate that Hubei ECARX's equity
interests in those entities that were temporarily transferred to third parties were transferred
back to you. Please help us understand your accounting treatment arising from such
transfers.
4.We note the disclosure on page F-85.  With a view towards clarifying disclosure, please
explain to us why you report Suzhou Tongjie Automotive Electronics Co., Ltd. as an
"Entity which is under significant influence of the Company," notwithstanding that it was
a business retained by Hubei ECARX VIE.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at 202-551-3365 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3365 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

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

世達國際律師事務所

    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)

                                               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

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    October 11, 2022

    VIA EDGAR

    Mr. Jeff Kauten

    Mr. Kyle Wiley

    Mr. Robert Littlepage

    Ms. Kathryn Jacobson

    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. (CIK No. 0001861974)

Dear Mr. Kauten, Mr. Wiley Mr. Littlepage and Ms. Jacobson,

On behalf of our client, ECARX Holdings Inc., a
foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we respectfully submit to the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter advising
the Staff that the Company is filing its Registration Statement on Form F-4 (the “Registration Statement”) and certain
exhibits via EDGAR with the Commission to include its unaudited interim financial information as of June 30, 2022 and for the six-month
periods ended June 30, 2021 and 2022 as well as to provide other updates relating to the Company.

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.

Jun Hong Heng, Chairman, Chief Executive Officer and Chief
Financial Officer of COVA Acquisition Corp.

Peter X. Huang, Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Shu Du, Partner, Skadden, Arps, Slate, Meagher & Flom
LLP

Albert W. Vanderlaan, Partner, Orrick Herrington & Sutcliffe
LLP

Oliver Xu, Partner, KPMG Huazhen LLP

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.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 August 23, 2022 Page 2
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
August 23, 2022
Page 2
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.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 August 23, 2022 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       Shu Du

United States securities and exchange commission logo
July 22, 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.
Draft Registration Statement on Form F-4
Submitted June 23, 2023
CIK No. 0001861974
Dear Mr. Heng:
            We have reviewed your 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.
Draft Registration Statement on Form S-4 Submitted June 23, 2022
Cover Page
1.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 July 22, 2022 Page 2
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
July 22, 2022
Page 2
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable. Also, disclose here and in the
prospectus summary whether you have cash management policies and procedures that
dictate how funds are transferred, and if so, describe these policies and procedures.
Frequently Used Terms, page 6
3.Please revise your definition of China to remove the exclusion of Hong Kong and Macau
from this definition.
Summary of the Proxy Statement/Prospectus
Permission, Review and Filing Required from the PRC Authorities relating to the Transactions,
page 29
4.Please disclose the basis for your statement that you do not believe that the business
combination requires approval from PRC governmental authorities. If you relied on the
opinion of counsel, you should identify counsel and file a consent. If you did not rely on
counsel, explain why you did not consult counsel and why you believe you do not need
any permissions or approvals.
Redemption Rights, page 34
5.We note your disclosure showing the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders assuming no redemptions and
maximum redemptions.  Please revise your disclosure to show the impact of interim
redemption levels.
Summary Risk Factors, page 41
6.Please provide a specific cross-reference to the more detailed risk factor for each China-
based issuer summary risk factor.
Selected Historical Financial Data of ECARX, page 44
7.Please revise ECARX’s condensed consolidating schedules depicting the consolidated
statements of comprehensive loss, consolidated balance sheets, and consolidated cash
flows on pages 47-52 so that the WFOE, the primary beneficiary of the VIE, is
disaggregated and transparent.
Risk Factors, page 60
8.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 July 22, 2022 Page 3
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
July 22, 2022
Page 3
Risks Relating to Our Business and Industry
We currently have a concentrated customer base with a limited number of key customers..., page
63
9.We note that for the year ended December 31, 2021, Geely Holding accounted for 70.4%
of your total revenues. Please describe the material terms of your agreements with Geely
Holding and disclose that Geely Holding is a related party.
You may experience difficulties in effecting service of legal process..., page 81
10.Please include a cross-reference to the enforcement of civil liabilities section of the
prospectus.
Risks Relating to COVA and the Business Combination, page 95
11.We note that you did not obtain a fairness opinion regarding the business combination.
Please provide risk factor disclosure describing the risks of not obtaining
a fairness opinion.
Risks Relating to Ownership of Securities of ECARX
Our dual-class voting structure..., page 110
12.Please briefly describe the instances where the Class A and Class B stockholders will vote
as a separate class.
Certain Prospective Operational and Financial Information, page 151
13.Please revise your disclosure to qualitatively and quantitatively discuss
all material assumptions underlying the projections. For example, please quantify
the assumptions underlying vehicle sales volumes and growth and sales volumes over
time.
ECARX's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of Results of Operations
Cost of revenues, page 223
14.Please disclose in detail the types of costs classified within cost of revenues and advise
us.  State, if true, that cost of revenue include outsourced expenses, payroll and related
costs, including share-based compensation related to performance on customer contracts,
and expenses associated with the use by these functions of facilities and equipment, such
as rental and depreciation expenses.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 July 22, 2022 Page 4
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
July 22, 2022
Page 4
Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020, page 227
15.Please provide separate  narratives regarding government grants and the gain on
deconsolidation of a subsidiary which are separately captioned in your Statements of
Comprehensive Loss.
Unaudited Pro Forma Combined Financial Information
Introduction, page 238
16.Please expand your narrative hereunder to address the VIE restructuring which is
currently depicted in Adjustments (3)(10) and (3)(C) to the pro forma condensed
combined financial information.  Also, discuss the timing, manner and form of settlement
of amounts due from the VIE nominee shareholders (included in Amounts due from
Related Parties).
Description of the Transactions
Consideration, page 240
17.We note each COVA warrant assumed by ECARX "shall continue to have and be subject
to substantially the same terms and conditions as were applicable to such warrants prior to
the First Effective Time." Please disclose such same terms and conditions hereunder and
identify such elements that preclude the instruments from equity classification.
Ownership, page 240
18.For the avoidance of doubt, please quantify the "Recapitalization Factor" applicable to
ECARX's Ordinary and Preferred Shares.  Clarify whether it is fixed or subject to change.
19.Please revise to include the shares underlying the strategic investments within Total
Ordinary Shares Outstanding at Closing since these are not potential shares but are
deemed issued and outstanding at closing upon your receipt of US$35 million in cash as
premised under Adjustment 3(8) on page 248.
20.Please disclose the shares underlying the converted warrants under Potential sources of
dilution in the table on page 240.
21.Please clarify whether the shares underlying the RSUs disclosed on pages F-43 and F-
55 are deemed "outstanding at closing."  If not, please present them as a potential source
of dilution.
Unaudited Pro Forma Combined Balance Sheet, page 242
22.Please revise your pro forma combined financial information on pages 242-245 to present
the VIE restructuring transactions and spin-off adjustments in a separate column followed
by a subtotal column to present ECARX on a pro forma basis before giving effect to the
merger with COVA.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 July 22, 2022 Page 5
 FirstName LastNameJun Hong Heng
ECARX Holdings Inc.
July 22, 2022
Page 5
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 247
23.Refer to Adjustment 3(8). Since it appears Luminar, one of the strategic investors, may
provide its $15 million investment in cash or an equivalent value in form of its shares,
please tell us your basis for presumption of cash in your presentation.
Certain Relationships and Related Party Transactions
ECARX Relationships and Related Party Transactions, page 284
24.We note that Geely Holding and its subsidiaries account for a substantial portion of your
revenues.  Please provide the information required by Item 7.B. of Form 20-F with respect
to your business relationship with Geely Holding and file your agreements with Geely
Holding as exhibits to your registration statement.  Refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.
ECARX Holdings Inc. - Consolidated Statements of Shareholders' Deficit, page F-7
25.Please include a separate note in the financial statements to provide information regarding
the transactions underlying the Non-redeemable non-controlling interests for all periods
presented.  We also note that the line item captioned "Contribution from non-controlling
shareholders" appears to incorrectly reference Note 18 which pertains to Redeemable non-
controlling interests.
5. Notes receivable, page F-29
26.Please disclose the nature of the transactions that gave rise to the bank acceptance notes
pledged as collateral to secure the notes payable issued by China Merchants Bank
(“CMB”).
8. Long-term investments
Equity method investments, page F-30
27.Refer to your sale of a 2% equity interest in a PRC subsidiary on September 1, 2021.
Please identify the subsidiary, the counterparty, and describe any relationships with the
counterparty.  Also, tell us if the price paid for the 2% interest reflected the payment of a
control premium in the subsidiary.  If so, explain why it was reasonable to rely upon the
value of the 2% interest when determining the fair value of the remaining 49%.

9. Property and equipment, net, page F-32
28.Please tell us how you determined the amount of depreciation allocated to cost of
revenues which is significantly less than the depreciation amounts allocated to other
operating expenses.

 FirstName LastNameJun Hong Heng
 Comapany NameECARX Holdings Inc.
 July 22, 2022 Page 6
 FirstName LastName
Jun Hong Heng
ECARX Holdings Inc.
July 22, 2022
Page 6
17. Mezzanine equity, page F-37
29.Please revise your tabular presentation so that the total number of preferred shares
outstanding for each preferred stock series is transparent.  Additionally, please make
clear on page F-38 how you valued the Series Angel Preferred series, reported hereunder
at RMB273,519, and how you accounted for the difference between that amount and the
fair value of the warrant liabilities as reported in Note 13.
General
30.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
31.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
            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