亿咖通科技美股招股说明书(2023-10-06版)

ECARX Holdings Inc. 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(“Class A Ordinary Shares”), including (i) 14,999,971 Class A Ordinary Sharesissuable upon the exercise of warrants to purchase Class A Ordinary Shares at anexercise price of US$11.50 per share, which were issued on December 20, 2022 (the“Closing Date”) in exchange for the public warrants of COVA Acquisition Corp.(“COVA”) that were issued in the initial public offering of COVA (the “PublicWarrants”); and (ii) 8,872,000 Class A Ordinary Shares issuable upon the exercise ofwarrants to purchase Class A Ordinary Shares at an exercise price of US$11.50 pershare, which were issued to COVA Acquisition Sponsor LLC (the “Sponsor”) on theClosing Date (the “Sponsor Warrants”, and collectively with the Public Warrants, the“Warrants”) in exchange for the private placement warrants purchased by the Sponsorfor a total consideration of US$8,872,000 in a private placement concurrent with theinitial public offering of COVA at a price of US$1.00 per warrant. 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, the “SellingSecurityholders”) of up to (A) 291,679,672 Class A Ordinary Shares, which include(i) 73,810,070 Class A Ordinary Shares beneficially owned by SHINE LINKVENTURE LIMITED (which have been and will continue to be distributed, in wholeor in part, to recipients of incentive awards we have previously granted andadministered through SHINE LINK VENTURE LIMITED), Baidu (Hong Kong)Limited and Geely Automobile Holdings Limited (the “Legacy Shares”), 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 (collectively, the “Legacy Founder Shares”), which were originally acquiredat a price of approximately (after accounting for the Recapitalization Factor (asdefined below)) US$0.40, US$0.40, and US1.17 per share prior to the Closing Date,respectively; (iii) 5,250,000 Class A Ordinary Shares issued to the Sponsor (the“Sponsor Shares”) on the Closing Date in exchange for the Class B ordinary shares ofCOVA, which were purchased by the Sponsor at a price of approximately US$0.0048 per share and subsequently distributed to certain members of the Sponsor;(iv) 8,872,000 Class A Ordinary Shares issuable upon the exercise of the SponsorWarrants which warrants were subsequently distributed to certain members of theSponsor; (v) 3,500,000 Class A Ordinary Shares issued to Luminar Technologies, Inc.and Geely Investment Holding Ltd. (the “Strategic Investors” and each a “StrategicInvestor”) on the Closing Date pursuant to certain strategic investment agreementsentered into on May 26, 2022 (the “Strategic Investment Agreements” and each a“Strategic Investment Agreement”), at a price of US$10.00 per share (“StrategicInvestor Shares”); (vi) 1,052,632 Class A Ordinary Shares issued to LotusTechnology Inc. (“Lotus”) on the Closing Date as a result of the automaticconversion, at a conversion price of US$9.50, of US$10 million aggregate principalamount of convertible note (the “Lotus Note”) purchased by Louts for a purchaseprice of US$10 million pursuant to a convertible note purchase agreement enteredinto on May 9, 2022 (“Lotus Shares”); (vii) 5,793,480 Class A Ordinary Sharesissuable upon conversion of convertible notes (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 (the “CB Investors” andeach a “CB Investor”) pursuant to a convertible note purchase agreement entered intoon October 25, 2022 (the “CB Conversion Shares”), 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 being registered to satisfy certain registration rights ECARX Holdingshas granted to permit the Selling Securityholders to sell securities from time to time,in amounts, at prices and on terms determined at the time of offering. Mr. Eric Li (LiShufu), our controlling shareholder, and Mr. Ziyu Shen, our Chairman and ChiefExecutive Officer, can sell all Ordinary Shares benefici