亿咖通科技美股招股说明书(2025-03-27版)

This prospectus supplement relates to an offering of an aggregate of 25,000,000 ClassA ordinary shares, par value$0.000005 per share, of ECARX Holdings Inc. Our ClassA ordinary shares are listed on the Nasdaq Global Market, or Nasdaq, under the ticker symbol “ECX.”On March26, 2025 the closing price of the ClassA ordinary shares on Nasdaq was US$2.42 per share. We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reducedpublic company reporting requirements. Investing in our ordinary shares involves risk. See “Risk Factors” beginning on pageS-23of this prospectussupplement and those included in the accompanying prospectus and the documents incorporated by reference in theaccompanying prospectus to read about factors you should consider before buying our ordinary shares. ECARX Holdings is not an operating company but a Cayman Islands holding company. We conduct operationsthrough our subsidiaries, with our operations in China currently being conducted by our PRC subsidiaries. Investors inour ClassA ordinary shares or in ECARX Holdings are not acquiring equity interest in any operating company butinstead are acquiring interest in a Cayman Islands holding company. This holding company structure involves uniquerisks to investors. As a holding company, ECARX Holdings may rely on dividends from its subsidiaries for cashrequirements, including any payment of dividends to its shareholders. The ability of our subsidiaries to pay dividends ormake distributions to ECARX Holdings may be restricted by laws and regulations applicable to them or the debt theyincur on their own behalf or the instruments governing their debt. In addition, PRC regulatory authorities coulddisallow this holding company structure and limit or hinder our ability to conduct our business through, receivedividends or distributions from, or transfer funds to, the operating companies or list on a U.S. or other foreignexchange, which could cause the value of our securities to significantly decline or become worthless. See “ProspectusSupplement Summary — Our Company — Our Corporate Structure.” Historically, we conducted our operations in China through our PRC subsidiaries and through Hubei ECARXTechnology Co., Ltd., or the former VIE, with which we, our subsidiary, and the nominee shareholders of the formerVIE entered into certain contractual arrangement. PRC laws, regulations, and rules restrict and impose conditions onforeign investment in certain types of businesses, and we operated certain businesses, including businesses that weresubject 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 VIE or its subsidiaries and relied on thecontractual arrangements to direct their business operations. Such structure enables investors to invest in China-basedcompanies in sectors where foreign direct investment is prohibited or restricted under PRC laws and regulations. Weeffected a restructuring in 2022 and terminated the VIE corporate structure. The termination was due to the increasedregulatory scrutiny over such structure and because the businesses and assets relating to surveying and mappingservices and ICP businesses held by the former VIE were inconsequential to our operations in 2020 and 2021 and whichwe 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 wedo not have any VIE in China. We face various legal and operational risks and uncertainties relating to doing business in China. Our businessoperations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations.For example, the PRC government has issued statements and regulatory actions relating to areas such as regulatoryapprovals on overseas offerings and listings by, and foreign investment in, China-based issuers, anti-monopolyregulatory actions, and oversight on cybersecurity and data privacy. It remains uncertain how PRC governmentauthorities will regulate overseas listings and offerings in general and whether we can fully comply with applicableregulatory requirements, including completing filings with the China Securities Regulatory Commission, or the CSRC,and whether we are required to complete other filings or obtain any specific regulatory approvals from the CSRC, theCyberspace Administration of China, or the CAC, or any other PRC government authorities for our overseas offeringsand listings, as applicable. In addition, if future regulatory developments mandate clearance of cybersecurity review orother specific actions to be completed by China-based companies listed on foreign stock exchanges, such as us, we faceuncertainties as to whether such clearance can be timely obtained, or at all. These risks may imp