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