亿咖通科技美股招股说明书(2025-10-30版)

ECARX Holdings Inc. $50,000,000 Principal Amount of Convertible NotesClassA Ordinary Shares Issuable upon Conversion of Convertible Notes Pursuant to this prospectus supplement and the accompanying prospectus, ECARX Holdings Inc., or ECARX Holdings, isoffering US$50,000,000 aggregate principal amount of convertible notes, or the Notes, which are convertible into ClassAordinary shares of ECARX Holdings, or ClassA Ordinary Shares, par value US$0.000005 per share, under certain conditionsmore fully described below. We are also offering by this prospectus supplement and the accompanying prospectus ClassA Ordinary Shares issuablefrom time to time upon conversion or otherwise under the Notes and issuable as installment payment payable on the Notes. The Notes will not bear interest except that upon the occurrence and during the continuance of an event of default, interestwill accrue on the Notes at an interest rate of 14% per annum. Unless earlier converted or redeemed, the Notes will mature onthe one-year anniversary of the issuance date, subject to extension at the option of the holders in certain circumstances asprovided in the Notes. All amounts due under the Notes are convertible at any time, in whole or in part, and subject to certainbeneficial ownership limitations, at the option of the holders into our ClassA Ordinary Shares at an initial conversion priceequal to US$2.59 per share), subject to adjustment as provided in the Notes. The conversion price is subject to customaryadjustments upon any share split, share dividend, share combination, recapitalization or similar event. Starting on the closingdate, the Notes amortize in installments and we will make nine installments payments as described in more detail below, payablein cash or ClassA Ordinary Shares. Upon the satisfaction of certain conditions, we may prepay all, or any part, of the amountthen outstanding under the Notes by paying an amount equal to the then outstanding amounts due under the Notes at a 7%premium. The Notes are being sold in accordance with a securities purchase agreement, or the Securities Purchase Agreement,between us and certain institutional investors in the Notes, dated as of October30, 2025. The Notes are being issued pursuant toa supplemental indenture, or the Supplemental Indenture, dated as of October30, 2025, between us and U.S. Bank TrustCompany, National Association, as trustee, or the Trustee. The Supplemental Indenture supplements the indenture entered intoby and between us and the Trustee, dated as of October30, 2025, or the Base Indenture. We refer to the Base Indenture, togetherwith the Supplemental Indenture, as the “Indenture.” The Indenture has been qualified under the Trust Indenture Act of 1939,and the terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the TrustIndenture Act. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain otherconditions, the investors may elect to consummate additional closings of up to US$100,000,000 in aggregate principal amountof convertible notes at additional closings, or the Additional Notes, pursuant to the Securities Purchase Agreement. However, weare not registering pursuant to this prospectus supplement to the issuance of any such Additional Notes (or ClassA OrdinaryShares issuable upon conversion of or otherwise under such Additional Notes) that may be issued, from time to time, at suchadditional closings under the Securities Purchase Agreement. No public market currently exists for the Notes, and we do not intend to apply to list the Notes on any securities exchangeor for quotation on any inter-dealer quotation system. Our ClassA Ordinary Shares are listed on the Nasdaq Global Market, orNasdaq, under the ticker symbol “ECX.” On October29, 2025 the closing price of the ClassA Ordinary Shares on Nasdaq wasUS$2.35 per share. We have retained D. Boral Capital LLC, or the Placement Agent, as our placement agent to solicit offers to purchase oursecurities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent a fee equalto 3.7% of the gross proceeds from the sale of the Notes to investors first identified and introduced to the Company by thePlacement Agent, but in no event will the aggregate fee and commissions payable to the Placement Agent under the terms of theDBC Engagement Letter (as defined below) with us, exceed US$4,650,000. See “Plan of Distribution” beginning on page S-47regarding the compensation to be paid to the Placement Agent. We expect to deliver the Notes on or about October30, 2025, subject to customary closing conditions. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-26of this prospectussupplement and those included in the accompa