ECARX (ECX) to issue 10.3M shares to Qualcomm for DreamSmart equity

Rhea-AI Filing Summary

ECARX Holdings Inc. entered into a share exchange agreement with Qualcomm Ventures LLC, under which Qualcomm will acquire 10,329,562 Class A ordinary shares of ECARX. The price per share will equal the volume weighted average price of the Class A ordinary shares on Nasdaq for the 20 consecutive trading days immediately before July 7, 2026.

This transaction is tied to ECARX’s previously announced plan to acquire a minority interest and certain intellectual property rights from DreamSmart. Instead of paying cash, Qualcomm will transfer its equity interest in DreamSmart as consideration. Closing is subject to customary conditions and is expected in August 2026, and the ECARX shares Qualcomm receives will be subject to a six-month lock-up period with customary exceptions.

Insights

Equity capital markets analyst

ECARX trades shares for DreamSmart stake and IP via Qualcomm.

ECARX is issuing 10,329,562 Class A shares to Qualcomm Ventures in exchange for Qualcomm’s equity interest in DreamSmart. Pricing is based on the 20‑day Nasdaq volume weighted average price, which helps align the valuation with recent market trading.

The deal advances ECARX’s plan to obtain a minority stake and certain intellectual property rights from DreamSmart using equity rather than cash. Closing is subject to customary conditions and targeted for August 2026, and Qualcomm’s new shares will be under a six‑month lock‑up, limiting immediate resale.

Key Figures

Shares to Qualcomm: 10,329,562 Class A shares Pricing period: 20 consecutive trading days Lock-up duration: Six-month lock-up +2 more

5 metrics

Shares to Qualcomm 10,329,562 Class A shares To be acquired by Qualcomm Ventures under share exchange agreement

Pricing period 20 consecutive trading days Nasdaq VWAP look-back used to set share price

Lock-up duration Six-month lock-up Applies to ECARX shares issued to Qualcomm, with exceptions

Agreement date July 7, 2026 Date ECARX and Qualcomm entered share exchange agreement

Expected closing August 2026 Closing targeted, subject to customary conditions

Key Terms

share exchange agreement, volume weighted average price, lock-up period, intellectual property rights, +1 more

5 terms

share exchange agreement financial

"The Company entered into a share exchange agreement with Qualcomm Ventures LLC on July 7, 2026"

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

volume weighted average price financial

"at a price equal to the volume weighted average price of the Class A ordinary shares on Nasdaq"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

lock-up period financial

"The shares to be acquired by Qualcomm will be subject to a six-month lock-up period with certain customary exceptions."

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

intellectual property rights financial

"plan to acquire a minority interest and certain intellectual property rights from DreamSmart."

Legal protections that give a company exclusive control over creations like inventions, brand names, designs, formulas, software and creative works, similar to owning the lock and key to a recipe or product design. For investors, these rights matter because they can create durable revenue streams, reduce competition and justify higher company value, while weak or contested rights increase the risk of lost sales and costly legal disputes.

registration statement on Form F-3 regulatory

"registration statement on Form F-1 on Form F-3 (File No. 333-271861) and registration statement on Form F-3 (File No. 333-288811)"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

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FAQ

What transaction did ECARX (ECX) disclose with Qualcomm Ventures?

ECARX entered a share exchange agreement where Qualcomm Ventures will acquire 10,329,562 ECARX Class A shares. In return, Qualcomm will transfer its equity interest in DreamSmart, supporting ECARX’s plan to gain a minority stake and certain intellectual property rights from DreamSmart.

How is the share price determined in the ECARX (ECX) and Qualcomm deal?

The share price equals the volume weighted average price of ECARX Class A shares on Nasdaq for the 20 consecutive trading days before July 7, 2026. This formula ties the valuation to recent market trading rather than a fixed negotiated price.

What does ECARX (ECX) receive from Qualcomm in this share exchange?

ECARX will receive Qualcomm’s equity interest in DreamSmart as consideration for issuing new shares. This supports ECARX’s previously announced plan to acquire a minority interest and certain intellectual property rights from DreamSmart instead of paying cash for those assets.

When is the ECARX (ECX) and Qualcomm transaction expected to close?

Closing is expected in August 2026, subject to customary closing conditions. These conditions typically include regulatory and contractual requirements that must be satisfied before the share exchange is completed and the DreamSmart equity interest is transferred to ECARX.

Is there a lock-up on the ECARX (ECX) shares issued to Qualcomm?

Yes. The ECARX Class A shares acquired by Qualcomm will be subject to a six-month lock-up period with customary exceptions. During this time, Qualcomm’s ability to sell or transfer these shares will be restricted under the agreed terms.

How is this ECARX (ECX) Form 6-K linked to existing registration statements?

This report, including its exhibit, is incorporated by reference into ECARX’s post-effective amendment No. 2 to its Form F-1 on Form F-3 and a separate Form F-3 registration statement. It becomes part of those registration statements unless later filings supersede it.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-41576

ECARX Holdings Inc.

(Translation of registrant’s name into English)

Second Floor North

International House

1 St. Katharine’s Way

London E1W 1UN

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x      Form 40-F o

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

The Company entered into a share exchange agreement with Qualcomm Ventures LLC on July 7, 2026, pursuant to which Qualcomm agrees to acquire a total of 10,329,562 Class A ordinary shares of the Company, at a price equal to the volume weighted average price of the Class A ordinary shares on Nasdaq for the 20 consecutive trading days immediately preceding the signing date. The transaction originates from the Company’s previously announced plan to acquire a minority interest and certain intellectual property rights from DreamSmart. The consideration payable by Qualcomm will be settled by the transfer from Qualcomm of its equity interest in DreamSmart.

The closing of the transaction is subject to customary closing conditions and is expected to take place in August 2026. The shares to be acquired by Qualcomm will be subject to a six-month lock-up period with certain customary exceptions.

A copy of the share exchange agreement is included in this current report on Form 6-K as Exhibit 10.1 and the foregoing description of the share exchange agreement is qualified in its entirety by reference thereto.

This current report on Form 6-K, including the exhibits hereto, is incorporated by reference into the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3 (File No. 333-271861) and registration statement on Form F-3 (File No. 333-288811) and shall be a part of such registration statements from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.			Description
10.1			Share Exchange Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ECARX Holdings Inc.

By						/s/ Dylan D. Jeng
Name			:			Dylan D. Jeng
Title			:			Chief Financial Officer

Date: July 8, 2026

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 284.5 KB