亿咖通科技美股招股说明书(2024-04-22版)

23,871,971 CLASS A ORDINARY SHARES UNDERLYINGWARRANTS,291,679,672 CLASS A ORDINARY SHARES AND8,872,000 WARRANTS TO PURCHASE CLASS AORDINARY SHARES This prospectus relates to the issuance by ECARX Holdings Inc. of up to23,871,971 of its Class A ordinary shares, par value US$0.000005 per share, orClass A Ordinary Shares, including (i) 14,999,971 Class A Ordinary Shares issuableupon the exercise of warrants to purchase Class A Ordinary Shares at an exerciseprice of US$11.50 per share, which were issued on December 20, 2022, or theClosing Date, in exchange for the public warrants of COVA Acquisition Corp., orCOVA, that were issued in the initial public offering of COVA, or the PublicWarrants; and (ii) 8,872,000 Class A Ordinary Shares issuable upon the exercise ofwarrants, or the Sponsor Warrants, to purchase Class A Ordinary Shares at anexercise price of US$11.50 per share, which were issued to COVA AcquisitionSponsor LLC, or the Sponsor, on the Closing Date in exchange for the privateplacement warrants purchased by the Sponsor for a total consideration ofUS$8,872,000 in a private placement concurrent with the initial public offering ofCOVA at a price of US$1.00 per warrant. The Sponsor Warrants and the PublicWarrants are collectively referred to as the “Warrants”. This prospectus also relates to the potential offer and sale from time to time bythe selling securityholders named in this prospectus or their pledgees, donees,transferees, assignees or other successors in interest (that receive any of the securitiesas a gift, distribution, or other non-sale related transfer), collectively referred to as the“Selling Securityholders,” of up to (A) 291,679,672 Class A Ordinary Shares, whichinclude (i) 73,810,070 Class A Ordinary Shares, or the Legacy Shares, beneficiallyowned by SHINE LINK VENTURE LIMITED (which have been and will continue tobe distributed, in whole or in part, to recipients of incentive awards we havepreviously granted and administered through SHINE LINK VENTURE LIMITED),Baidu (Hong Kong) Limited and Geely Automobile Holdings Limited, which wereoriginally acquired at a price of approximately (after accounting for theRecapitalization Factor (as defined below)) US$0.00, US$6.71 and US$9.70 per shareprior to the Closing Date, respectively; (ii) 144,440,574 Class A Ordinary Sharesbeneficially owned by Fu&Li Industrious Innovators Limited and 48,960,916 Class AOrdinary Shares issuable upon the conversion of 48,960,916 Class B Ordinary Sharesbeneficially owned by Fu&Li Industrious Innovators Limited and Jie&Hao HoldingLimited, such shares being collectively referred to as the “Legacy Founder Shares,”which were originally acquired at a price of approximately (after accounting for theRecapitalization Factor (as defined below)) US$0.40, US$0.40, and US1.17 per shareprior to the Closing Date, respectively; (iii) 5,250,000 Class A Ordinary Shares issued to the Sponsor, or the Sponsor Shares, on the Closing Date in exchange for theClass B ordinary shares of COVA, which were purchased by the Sponsor at a price ofapproximately US$0.0048 per share and subsequently distributed to certain membersof the Sponsor and transferred to its employees by way of gift; (iv) 8,872,000 Class AOrdinary Shares issuable upon the exercise of the Sponsor Warrants which warrantswere subsequently distributed to certain members of the Sponsor; (v) 3,500,000Class A Ordinary Shares, or Strategic Investor Shares, issued to LuminarTechnologies, Inc. and Geely Investment Holding Ltd., collectively referred to as the“Strategic Investors” and each a “Strategic Investor,” on the Closing Date pursuant tocertain strategic investment agreements entered into on May 26, 2022, collectivelyreferred to as the “Strategic Investment Agreements” and each a “StrategicInvestment Agreement,” at a price of US$10.00 per share; (vi) 1,052,632 Class AOrdinary Shares, or the Lotus Shares, issued to Lotus Technology Inc., or Lotus, onthe Closing Date as a result of the automatic conversion, at a conversion price ofUS$9.50, of US$10 million aggregate principal amount of convertible note, or theLotus Note, purchased by Louts for a purchase price of US$10 million pursuant to aconvertible note purchase agreement entered into on May 9, 2022; (vii) 5,793,480Class A Ordinary Shares, or the CB Conversion Shares, issuable upon conversion ofconvertible notes, collectively referred to as the “Investor Notes” and each an“Investor Note,” at a conversion price of US$11.5 per share (subject to customaryadjustments on the conversion price), which were issued to SPDB International (HongKong) Limited and CNCB (Hong Kong) Investment Limited, collectively referred toas the “CB Investors” and each a “CB Investor,” pursuant to a convertible notepurchase agreement entered into on October 25, 2022, whereby the CB Investorspurchased an aggregate principal amount of US$65 million Investor Notes for apurchase price of US$65 million; and (B) 8,872,000 Sponsor Warrants. Thesesecurities are