As confidentially submitted to the Securities and Exchange Commission on June 27, 2025

Registration No. 333-              ​

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WeRide Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

21st Floor, Tower A, Guanzhou Life
Science Innovation Center
No. 51, Luoxuan Road, Guangzhou
International Biotech Island
Guangzhou 510005
People’s Republic of China
+86 (20) 2909-3388

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower,
The Landmark
15 Queen’s Road Central Hong Kong
+852 3740-4700

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus—Subject to Completion,
Dated            , 2025​

 

WeRide Inc.

Class A Ordinary Shares

This prospectus relates to the offering of       Class A ordinary shares, par value US$0.00001 per share, as part of a global offering, or the Global Offering, consisting of an international offering of       Class A ordinary shares offered hereby, and a Hong Kong public offering of       Class A ordinary shares. [Of the total offering amount, WeRide is offering       Class A ordinary shares, and the selling shareholder named in this prospectus, or the Selling Shareholder, are offering       Class A ordinary shares. The public offering price for the international offering and the Hong Kong public offering is HK$      per Class A ordinary share, or approximately US$      per Class A ordinary share based on an exchange rate of HK$      to US$1.00. [We will not receive any of the proceeds from the sale of the Class A ordinary shares by the Selling Shareholder.]

Our American Depositary Shares, or ADSs, are listed on the Nasdaq Stock Market, or Nasdaq, under the symbol “WRD.” The closing price of our ADSs on Nasdaq on        , 2025 was US$      per ADS, or HK$      per Class A ordinary share, based upon an exchange rate of HK$      to US$1.00. Each ADS represents three Class A ordinary shares.

We will determine the offer price for both the international offering and the Hong Kong public offering by reference to, among other factors, the closing price of our ADSs on the last trading day before the pricing of the global offering, which is expected to be on or about        , 2025, or the Price Determination Date. The maximum offer price for the Hong Kong public offering is HK$    , or US$    , per Class A ordinary share (equivalent to US$      per ADS).

The allocation of Class A ordinary shares between the international offering and the Hong Kong public offering is subject to reallocation. For more information, see “Underwriting” beginning on page [•] of this prospectus. The public offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See “Underwriting—[Pricing].” The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for Class A ordinary shares sold in the United States, as well as for Class A ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States.

We have applied to list our Class A ordinary shares on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, pursuant to the Hong Kong Listing Rules under the stock code “                 .”

We are an “emerging growth company” as defined under applicable U.S. federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our Class A ordinary shares, including those represented by ADSs, involves risks. See “Risk Factors” beginning on page 26 for additional information and factors you should consider before investing in our securities.

WeRide Inc. is not an operating company in mainland China, but a Cayman Islands holding company with operations mainly conducted by its subsidiaries in mainland China. As used in this registration statement, “we,” “us,” “our company,” “the Company” or “our” refers to WeRide Inc., our Cayman Islands holding company, and its subsidiaries, including WeRide, and “WeRide” refers to Guangzhou Wenyuan Zhixing Technology Co., Ltd. and its subsidiaries in mainland China. Unless otherwise specified, in the context of describing business and operations, we are referring to the business and operations conducted by WeRide.

For the years ended December 31, 2022, 2023 and 2024, there were intra-group loans, capital contributions and amounts paid under intra-group transactions. See “Prospectus Summary—Cash Flows through Our Organization.” We have established stringent controls and procedures for monitoring cash flows within our organization. The cash of our group is under the unified management of our finance department. Each cash requirement, after raised by the business department of an operating entity, is required to go through a two-to-five-level review process, depending on the relevant business department making such request and the amount of cash involved. A single employee is not permitted to complete all requisite reviews of a cash transfer, but rather only portions of the whole procedure. For special cash requirements that are out of the ordinary course of our business, additional review may be required to ensure the cash transfer is compliant with our internal policies and procedures. After such cash requirement is approved by the responsible persons in the finance department, the treasury department makes the cash transfer to the relevant operating entities. We strictly follow the foregoing controls and procedures to ensure that each transfer of cash among our Cayman Islands holding company and our subsidiaries is subject to internal approval. To date, we have not had any difficulty in transferring cash among our Cayman Islands holding company and our subsidiaries. The cash transfers through our organization are also subject to restrictions and limitations under PRC laws and regulations, which may restrict our subsidiaries’ ability to pay dividends or make payments to the Cayman Islands holding company, and thus cause the value of our securities you invest in the Global Offering to significantly decline or become of little or no value. For the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred between the Cayman Islands holding company and its subsidiaries. As of the date of this prospectus, no subsidiaries have paid dividends or made other distributions to the Cayman Islands holding company, and no dividends or distributions have been paid or made to U.S. investors. In the future, cash proceeds raised from overseas financing activities, including the Global Offering, may be transferred by us to our mainland China subsidiaries via capital contribution or shareholder loans, as the case may be. For a detailed description of how cash is transferred through our organization and these restrictions, see “Prospectus Summary—Cash Flows through Our Organization.”

We face various legal and operational risks and uncertainties associated with being based in or having our operations primarily in mainland China and the complex and evolving PRC laws and regulations.

For example, we face risks associated with the fact that the PRC government has significant authority in regulating our operations and may influence or intervene in our operations at any time, regulatory approvals on offerings conducted overseas by, and foreign investment

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

in, China-based issuers, anti- monopoly regulatory actions and oversight on data security. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or hinder our ability to offer or continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless.

On December 16, 2021, the Public Company Accounting Oversight Board, or the PCAOB, issued its report notifying the U.S. Securities and Exchange Commission, or the SEC, of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor, which is headquartered in mainland China. Under the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections because of a position taken by an authority in the foreign juridiction for two consecutive years, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over- the-counter trading market in the U.S. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or hinder our ability to offer or continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. Furthermore, on December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCAA, pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for two consecutive years. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission- Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading in the U.S. under the HFCAA. For more details, see “Risk Factors—Risks Related to Doing Business in Mainland China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work,” and “Risk Factors—Risks Related to Doing Business in Mainland China—​Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting or prohibition of trading of the ADSs, or the threat of their being delisted or prohibited from trading, may materially and adversely affect the value of your investment.”

PRICE HK$      PER CLASS A ORDINARY SHARE

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1)

Equivalent to US$      per ADS, based upon each ADS representing three Class A ordinary shares and an exchange rate of HK$      to US$1.00 as of           , 2025, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System

​

(2)

See “Underwriting” for additional information regarding compensation payable by us to the underwriters.

​

(3)

Includes estimated net proceeds of HK$      from the sale of           Class A ordinary shares in the Hong Kong public offering.

​

We have granted the international underwriters the option to purchase up to an additional      Class A ordinary shares at the public offering price until 30 days after the last day for the lodging of applications under the Hong Kong public offering.[     has entered into a borrowing arrangement with      to facilitate the settlement of over-allocations.      is obligated to return Class A ordinary shares to       by exercising the option to purchase additional Class A ordinary shares from us or by making purchases in the open market. No fees or other remuneration will be paid by the underwriters to us or      for the loan of these Class A ordinary shares.]

We have two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. Upon the completion of the Global Offering,       Class A ordinary shares and [54,814,423] Class B ordinary shares will be issued and outstanding, assuming the underwriters do not exercise their option to purchase additional Class A ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 40 votes. Each Class B ordinary share is convertible to one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. See the section titled “Description of Share Capital” herein for additional information on our share capital. Dr. Tony Xu Han, our founder, chairman and chief executive officer, and Dr. Yan Li, our co-founder, director and chief technology officer, beneficially own in the aggregate all of our issued Class B ordinary shares, representing in the aggregate    % of the voting power of our total issued and outstanding shares immediately after the completion of the Global Offering, assuming the underwriters do not exercise their option to purchase additional Class A ordinary shares.

Delivery of the Class A ordinary shares in the Global Offering is expected to be made on or about        , 2025.

The date of this prospectus is           , 2025.

 

Our Comprehensive Product Portfolio for Diversified Use Cases

Robotaxi—Mobility-as-a-Service

 

 

Robobus—Public Transportation Solutions

Robovan—Logistics-as-a-Service

 

 

Robosweeper—S1 and S6 Models for Urban Sanitation

ADAS Solution—Equipped on Chery EXEED Sterra Family

 

 

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you. We[, the Selling Shareholders] and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, and neither we[, the Selling Shareholders,] nor the underwriters take responsibility for any other information others may give you. We [and the Selling Shareholders] are offering to sell, and seeking offers to buy, Class A ordinary shares only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of the Class A ordinary shares. Our business, financial condition, results of operations and prospectus may have changed since that date.

Neither we[, the Selling Shareholders,] nor any of the underwriters has taken any action to permit a public offering of the Class A ordinary shares outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A ordinary shares and the distribution of this prospectus or any filed free writing prospectus outside the United States.

 

i

 

1

 

​

2

 

​

3

 

4

 

5

 

​

6

 

​

7

 

8

 

9

 

10

 

11

 

12

 

​

​

​

Year Ended December 31,

​

​

​

​

2022

​

​

2023(2)

​

​

​

​

(RMB in thousands)

​

Loans from WeRide Inc. to subsidiaries

​

​

​

​

2,836,263

​

​

​

​

​

2,362,772

​

​

Repayment from subsidiaries to WeRide Inc.(1)

​

​

​

​

—

​

​

​

​

​

708,391

​

​

Capital contributions from HK subsidiary to mainland China subsidiaries

​

​

​

​

518,406

​

​

​

​

​

986,020

​

​

Amounts paid by Guangzhou Jingqi and its subsidiaries to WFOE under intra-group transactions

​

​

​

​

61,821

​

​

​

​

​

1,595

​

​

Amounts paid by WFOE to Guangzhou Jingqi and its subsidiaries under intra-group transactions

​

​

​

​

129,631

​

​

​

​

​

162,044

​

​

Loans from WFOE to Guangzhou Jingqi and its subsidiaries

​

​

​

​

195,100

​

​

​

​

​

251,142

​

​

Loans from Guangzhou Jingqi and its subsidiaries to WFOE

​

​

​

​

10,028

​

​

​

​

​

45,544

​

​

13

 

14

 

​

​

​

For the Year Ended December 31, 2022

​

​

​

​

WeRide Inc.

​

​

WFOE

​

​

Other subsidiaries

​

​

Eliminations

​

​

VIE and its subsidiaries

​

​

Consolidated Total

​

​

​

​

(RMB in thousands)

​

Revenue(1)

​

​

​

​

—

​

​

​

​

​

546,255

​

​

​

​

​

76,821

​

​

​

​

​

181,539

​

​

​

​

​

(277,072)

​

​

​

​

​

527,543

​

​

Cost of revenue(1)

​

​

​

​

—

​

​

​

​

​

(298,644)

​

​

​

​

​

(84,207)

​

​

​

​

​

(86,965)

​

​

​

​

​

174,818

​

​

​

​

​

(294,998)

​

​

Gross profit/(loss)

​

​

​

​

—

​

​

​

​

​

247,611

​

​

​

​

​

(7,386)

​

​

​

​

​

94,574

​

​

​

​

​

(102,254)

​

​

​

​

​

232,545

​

​

Other net income(1)

​

​

​

​

—

​

​

​

​

​

15,932

​

​

​

​

​

59

​

​

​

​

​

80,290

​

​

​

​

​

(76,985)

​

​

​

​

​

19,296

​

​

Research and development expenses(1)

​

​

​

​

—

​

​

​

​

​

(290,279)

​

​

​

​

​

(329,423)

​

​

​

​

​

(241,508)

​

​

​

​

​

102,645

​

​

​

​

​

(758,565)

​

​

Administrative expenses

​

​

​

​

(16,440)

​

​

​

​

​

(64,430)

​

​

​

​

​

(33,308)

​

​

​

​

​

(123,058)

​

​

​

​

​

—

​

​

​

​

​

(237,236)

​

​

Selling expenses

​

​

​

​

—

​

​

​

​

​

(15,663)

​

​

​

​

​

(152)

​

​

​

​

​

(7,759)

​

​

​

​

​

—

​

​

​

​

​

(23,574)

​

​

Impairment loss on receivables and contract assets

​

​

​

​

—

​

​

​

​

​

(9,412)

​

​

​

​

​

(1,323)

​

​

​

​

​

(961)

​

​

​

​

​

—

​

​

​

​

​

(11,696)

​

​

Operating loss

​

​

​

​

(16,440)

​

​

​

​

​

(116,241)

​

​

​

​

​

(371,533)

​

​

​

​

​

(198,422)

​

​

​

​

​

(76,594)

​

​

​

​

​

(779,230)

​

​

Net foreign exchange gain

​

​

​

​

—

​

​

​

​

​

29,879

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(9,670)

​

​

​

​

​

20,209

​

​

Interest income

​

​

​

​

—

​

​

​

​

​

7,191

​

​

​

​

​

17,934

​

​

​

​

​

10,986

​

​

​

​

​

—

​

​

​

​

​

36,111

​

​

Fair value changes of financial assets at fair value through profit or loss (“FVTPL”)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7,731

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7,731

​

​

Other finance costs

​

​

​

​

—

​

​

​

​

​

(1,692)

​

​

​

​

​

(985)

​

​

​

​

​

(1,525)

​

​

​

​

​

—

​

​

​

​

​

(4,202)

​

​

Inducement charges of warrants

​

​

​

​

(125,213)

​

​

​

​

​

—

​

​

​

​

​

(125,213)

​

​

​

​

​

(125,213)

​

​

​

​

​

—

​

​

​

​

​

(125,213)

​

​

Fair value changes of financial liabilities measured at FVTPL

​

​

​

​

25,308

​

​

​

​

​

—

​

​

​

​

​

25,308

​

​

​

​

​

25,308

​

​

​

​

​

—

​

​

​

​

​

25,308

​

​

15

 

​

​

​

For the Year Ended December 31, 2022

​

​

​

​

WeRide Inc.

​

​

WFOE

​

​

Other subsidiaries

​

​

Eliminations

​

​

VIE and its subsidiaries

​

​

Consolidated Total

​

​

​

​

(RMB in thousands)

​

Changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights

​

​

​

​

(479,210)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(479,210)

​

​

Share of loss from subsidiaries, the VIE and its subsidiaries(2)

​

​

​

​

(702,941)

​

​

​

​

​

(190,964)

​

​

​

​

​

(356,088)

​

​

​

​

​

—

​

​

​

​

​

1,249,993

​

​

​

​

​

—

​

​

Loss before taxation

​

​

​

​

(1,298,496)

​

​

​

​

​

(271,827)

​

​

​

​

​

(702,941)

​

​

​

​

​

(188,961)

​

​

​

​

​

1,163,729

​

​

​

​

​

(1,298,496)

​

​

Income tax

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Loss for the year

​

​

​

​

(1,298,496)

​

​

​

​

​

(271,827)

​

​

​

​

​

(702,941)

​

​

​

​

​

(188,961)

​

​

​

​

​

1,163,729

​

​

​

​

​

(1,298,496)

​

​

​

​

​

​

For the Year Ended December 31, 2022

​

​

​

​

WeRide Inc.

​

​

WFOE

​

​

Other subsidiaries

​

​

Eliminations

​

​

VIE and its subsidiaries

​

​

Consolidated Total

​

​

​

​

(RMB in thousands)

​

Net cash used in operating (RMB in thousands) activities

​

​

​

​

(10,848)

​

​

​

​

​

(281,870)

​

​

​

​

​

(309,011)

​

​

​

​

​

(68,652)

​

​

​

​

​

—

​

​

​

​

​

(670,381)

​

​

Net cash used in investing activities(1)

​

​

​

​

(2,634,633)

​

​

​

​

​

(252,667)

​

​

​

​

​

(2,640,977)

​

​

​

​

​

(15,876)

​

​

​

​

​

3,341,739

​

​

​

​

​

(2,202,414)

​

​

Net cash generated from/(used in) financing activities(1)

​

​

​

​

2,782,671

​

​

​

​

​

745,443

​

​

​

​

​

2,636,465

​

​

​

​

​

(638,252)

​

​

​

​

​

(3,341,739)

​

​

​

​

​

2,184,588

​

​

Net increase/(decrease) in cash

​

​

​

​

137,190

​

​

​

​

​

210,906

​

​

​

​

​

(313,523)

​

​

​

​

​

(722,780)

​

​

​

​

​

—

​

​

​

​

​

(688,207)

​

​

Cash as of January 1

​

​

​

​

1,084,196

​

​

​

​

​

556,587

​

​

​

​

​

320,578

​

​

​

​

​

764,207

​

​

​

​

​

—

​

​

​

​

​

2,725,568

​

​

Effect of foreign exchange rate changes

​

​

​

​

105,116

​

​

​

​

​

23,686

​

​

​

​

​

67,528

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

196,330

​

​

Cash as of December 31

​

​

​

​

1,326,502

​

​

​

​

​

791,179

​

​

​

​

​

74,583

​

​

​

​

​

41,427

​

​

​

​

​

—

​

​

​

​

​

2,233,691

​

​

16

 

17

 

18

 

19

 

​

20

 

21

 

​

22

 

​

​

​

For the Year Ended December 31,

​

​

For the Three Months Ended March 31,

​

​

​

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2024

​

​

2025

​

​

​

​

​

​

​

RMB

​

​

%

​

​

RMB

​

​

%

​

​

RMB

​

​

US$

​

​

%

​

​

RMB

​

​

%

​

​

RMB

​

​

US$

​

​

%

​

​

​

​

​

​

​

(in thousands, except for percentages)

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product revenue

​

​

​

​

337,717

​

​

​

​

​

64.0

​

​

​

​

​

54,190

​

​

​

​

​

13.5

​

​

​

​

​

87,710

​

​

​

​

​

12,087

​

​

​

​

​

24.3

​

​

​

​

​

6,478

​

​

​

​

​

9.1

​

​

​

​

​

9,500

​

​

​

​

​

1,309

​

​

​

​

​

13.1

​

​

​

​

​

Service revenue

​

​

​

​

189,826

​

​

​

​

​

36.0

​

​

​

​

​

347,654

​

​

​

​

​

86.5

​

​

​

​

​

273,424

​

​

​

​

​

37,679

​

​

​

​

​

75.7

​

​

​

​

​

64,697

​

​

​

​

​

90.9

​

​

​

​

​

62,937

​

​

​

​

​

8,673

​

​

​

​

​

86.9

​

​

​

​

​

Total revenue

​

​

​

​

527,543

​

​

​

​

​

100.0

​

​

​

​

​

401,844

​

​

​

​

​

100.0

​

​

​

​

​

361,134

​

​

​

​

​

49,766

​

​

​

​

​

100.0

​

​

​

​

​

71,175

​

​

​

​

​

100.0

​

​

​

​

​

72,437

​

​

​

​

​

9,982

​

​

​

​

​

100.0

​

​

​

​

​

Cost of revenue(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of goods sold

​

​

​

​

(192,523)

​

​

​

​

​

(36.5)

​

​

​

​

​

(34,138)

​

​

​

​

​

(8.5)

​

​

​

​

​

(71,716)

​

​

​

​

​

(9,883)

​

​

​

​

​

(19.9)

​

​

​

​

​

(6,168)

​

​

​

​

​

(8.7)

​

​

​

​

​

(4,762)

​

​

​

​

​

(656)

​

​

​

​

​

(6.6)

​

​

​

​

​

Cost of services

​

​

​

​

(102,475)

​

​

​

​

​

(19.4)

​

​

​

​

​

(184,230)

​

​

​

​

​

(45.8)

​

​

​

​

​

(178,703)

​

​

​

​

​

(24,626)

​

​

​

​

​

(49.5)

​

​

​

​

​

(35,641)

​

​

​

​

​

(50.1)

​

​

​

​

​

(42,320)

​

​

​

​

​

(5,832)

​

​

​

​

​

(58.4)

​

​

​

​

​

Total cost of revenue

​

​

​

​

(294,998)

​

​

​

​

​

(55.9)

​

​

​

​

​

(218,368)

​

​

​

​

​

(54.3)

​

​

​

​

​

(250,419)

​

​

​

​

​

(34,509)

​

​

​

​

​

(69.3)

​

​

​

​

​

(41,809)

​

​

​

​

​

(58.7)

​

​

​

​

​

(47,082)

​

​

​

​

​

(6,488)

​

​

​

​

​

(65.0)

​

​

​

​

​

Gross profit

​

​

​

​

232,545

​

​

​

​

​

44.1

​

​

​

​

​

183,476

​

​

​

​

​

45.7

​

​

​

​

​

110,715

​

​

​

​

​

15,257

​

​

​

​

​

30.7

​

​

​

​

​

29,366

​

​

​

​

​

41.3

​

​

​

​

​

25,355

​

​

​

​

​

3,494

​

​

​

​

​

35.0

​

​

​

​

​

Other net income

​

​

​

​

19,296

​

​

​

​

​

3.7

​

​

​

​

​

15,750

​

​

​

​

​

3.9

​

​

​

​

​

16,491

​

​

​

​

​

2,273

​

​

​

​

​

4.6

​

​

​

​

​

5,966

​

​

​

​

​

8.4

​

​

​

​

​

2,684

​

​

​

​

​

370

​

​

​

​

​

3.7

​

​

​

​

​

Research and development expenses(1)

​

​

​

​

(758,565)

​

​

​

​

​

(143.8)

​

​

​

​

​

(1,058,395)

​

​

​

​

​

(263.4)

​

​

​

​

​

(1,091,357)

​

​

​

​

​

(150,393)

​

​

​

​

​

(302.2)

​

​

​

​

​

(277,631)

​

​

​

​

​

(390.1)

​

​

​

​

​

(325,717)

​

​

​

​

​

(44,885)

​

​

​

​

​

(449.7)

​

​

​

​

​

Administrative expenses(1)

​

​

​

​

(237,236)

​

​

​

​

​

(45.0)

​

​

​

​

​

(625,369)

​

​

​

​

​

(155.6)

​

​

​

​

​

(1,138,802)

​

​

​

​

​

(156,931)

​

​

​

​

​

(315.3)

​

​

​

​

​

(117,783)

​

​

​

​

​

(165.5)

​

​

​

​

​

(123,881)

​

​

​

​

​

(17,071)

​

​

​

​

​

(171.0)

​

​

​

​

​

Selling expenses(1)

​

​

​

​

(23,574)

​

​

​

​

​

(4.5)

​

​

​

​

​

(41,447)

​

​

​

​

​

(10.3)

​

​

​

​

​

(53,566)

​

​

​

​

​

(7,382)

​

​

​

​

​

(14.8)

​

​

​

​

​

(10,521)

​

​

​

​

​

(14.8)

​

​

​

​

​

(13,931)

​

​

​

​

​

(1,920)

​

​

​

​

​

(19.2)

​

​

​

​

​

Impairment loss on receivables and contract assets

​

​

​

​

(11,696)

​

​

​

​

​

(2.2)

​

​

​

​

​

(40,217)

​

​

​

​

​

(10.0)

​

​

​

​

​

(28,664)

​

​

​

​

​

(3,950)

​

​

​

​

​

(7.9)

​

​

​

​

​

(5,667)

​

​

​

​

​

(8.0)

​

​

​

​

​

(723)

​

​

​

​

​

(100)

​

​

​

​

​

(1.0)

​

​

​

​

​

Operating loss

​

​

​

​

(779,230)

​

​

​

​

​

(147.7)

​

​

​

​

​

(1,566,202)

​

​

​

​

​

(389.7)

​

​

​

​

​

(2,185,183)

​

​

​

​

​

(301,126)

​

​

​

​

​

(605.1)

​

​

​

​

​

(376,270)

​

​

​

​

​

(528.7)

​

​

​

​

​

(436,213)

​

​

​

​

​

(60,112)

​

​

​

​

​

(602.2)

​

​

​

​

​

Net foreign exchange gain

​

​

​

​

20,209

​

​

​

​

​

3.8

​

​

​

​

​

7,052

​

​

​

​

​

1.8

​

​

​

​

​

27,880

​

​

​

​

​

3,842

​

​

​

​

​

7.7

​

​

​

​

​

3,722

​

​

​

​

​

5.2

​

​

​

​

​

4,072

​

​

​

​

​

561

​

​

​

​

​

5.6

​

​

​

​

​

Interest income

​

​

​

​

36,111

​

​

​

​

​

6.8

​

​

​

​

​

132,042

​

​

​

​

​

32.9

​

​

​

​

​

176,902

​

​

​

​

​

24,378

​

​

​

​

​

49.0

​

​

​

​

​

48,947

​

​

​

​

​

68.8

​

​

​

​

​

39,746

​

​

​

​

​

5,477

​

​

​

​

​

54.9

​

​

​

​

​

Fair value changes of financial assets at fair value through profit or loss (“FVTPL”)

​

​

​

​

7,731

​

​

​

​

​

1.5

​

​

​

​

​

42,960

​

​

​

​

​

10.7

​

​

​

​

​

(61,834)

​

​

​

​

​

(8,521)

​

​

​

​

​

(17.1)

​

​

​

​

​

3,409

​

​

​

​

​

4.8

​

​

​

​

​

9,183

​

​

​

​

​

1,265

​

​

​

​

​

12.7

​

​

​

​

​

Other finance costs

​

​

​

​

(4,202)

​

​

​

​

​

(0.8)

​

​

​

​

​

(3,490)

​

​

​

​

​

(0.9)

​

​

​

​

​

(3,451)

​

​

​

​

​

(476)

​

​

​

​

​

(1.0)

​

​

​

​

​

(708)

​

​

​

​

​

(1.0)

​

​

​

​

​

(1,419)

​

​

​

​

​

(196)

​

​

​

​

​

(2.0)

​

​

​

​

​

23

 

​

​

​

For the Year Ended December 31,

​

​

For the Three Months Ended March 31,

​

​

​

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2024

​

​

2025

​

​

​

​

​

​

​

RMB

​

​

%

​

​

RMB

​

​

%

​

​

RMB

​

​

US$

​

​

%

​

​

RMB

​

​

%

​

​

RMB

​

​

US$

​

​

%

​

​

​

​

​

​

​

(in thousands, except for percentages)

​

​

​

​

​

​

​

​

​

​

Inducement charges of warrants

​

​

​

​

(125,213)

​

​

​

​

​

(23.7)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

Fair value changes of financial liabilities measured at FVTPL

​

​

​

​

25,308

​

​

​

​

​

4.8

​

​

​

​

​

(4,549)

​

​

​

​

​

(1.1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

Changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights

​

​

​

​

(479,210)

​

​

​

​

​

(90.8)

​

​

​

​

​

(554,048)

​

​

​

​

​

(137.9)

​

​

​

​

​

(465,254)

​

​

​

​

​

(64,114)

​

​

​

​

​

(128.8)

​

​

​

​

​

(146,384)

​

​

​

​

​

(205.7)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

Loss before taxation

​

​

​

​

(1,298,496)

​

​

​

​

​

(246.1)

​

​

​

​

​

(1,946,235)

​

​

​

​

​

(484.2)

​

​

​

​

​

(2,510,940)

​

​

​

​

​

(346,017)

​

​

​

​

​

(695.3)

​

​

​

​

​

(467,284)

​

​

​

​

​

(656.5)

​

​

​

​

​

(384,631)

​

​

​

​

​

(53,005)

​

​

​

​

​

(531.0)

​

​

​

​

​

Income tax

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(2,866)

​

​

​

​

​

(0.7)

​

​

​

​

​

(5,868)

​

​

​

​

​

(809)

​

​

​

​

​

(1.6)

​

​

​

​

​

(798)

​

​

​

​

​

(1.1)

​

​

​

​

​

(441)

​

​

​

​

​

(61)

​

​

​

​

​

0.6

​

​

​

​

​

Loss for the year/period

​

​

​

​

(1,298,496)

​

​

​

​

​

(246.1)

​

​

​

​

​

(1,949,101)

​

​

​

​

​

(484.9)

​

​

​

​

​

(2,516,808)

​

​

​

​

​

(346,826)

​

​

​

​

​

(696.9)

​

​

​

​

​

(468,082)

​

​

​

​

​

(657.6)

​

​

​

​

​

(385,072)

​

​

​

​

​

(53,066)

​

​

​

​

​

(531.6)

​

​

​

​

​

​

​

​

​

For the Year Ended December 31,

​

​

For the Three Months Ended March 31,

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2024

​

​

2025

​

​

​

​

RMB

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

RMB

​

​

US$

​

​

​

​

(in thousands)

​

Cost of revenue

​

​

​

​

—

​

​

​

​

​

(10,284)

​

​

​

​

​

(7,161)

​

​

​

​

​

(987)

​

​

​

​

​

(1,430)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Research and development expenses

​

​

​

​

(231,000)

​

​

​

​

​

(440,138)

​

​

​

​

​

(234,350)

​

​

​

​

​

(32,294)

​

​

​

​

​

(97,075)

​

​

​

​

​

(47,723)

​

​

​

​

​

(6,576)

​

​

Administrative expenses

​

​

​

​

(89,978)

​

​

​

​

​

(465,678)

​

​

​

​

​

(937,660)

​

​

​

​

​

(129,213)

​

​

​

​

​

(81,854)

​

​

​

​

​

(49,993)

​

​

​

​

​

(6,889)

​

​

Selling expenses

​

​

​

​

(4,451)

​

​

​

​

​

(15,684)

​

​

​

​

​

(8,696)

​

​

​

​

​

(1,198)

​

​

​

​

​

(3,267)

​

​

​

​

​

(1,948)

​

​

​

​

​

(268)

​

​

Total

​

​

​

​

(325,429)

​

​

​

​

​

(931,784)

​

​

​

​

​

(1,187,867)

​

​

​

​

​

(163,692)

​

​

​

​

​

(183,626)

​

​

​

​

​

(99,664)

​

​

​

​

​

(13,733)

​

​

​

​

​

As of December 31,

​

​

As of March 31,

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2025

​

​

​

​

RMB

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

US$

​

​

​

​

(in thousands)

​

Current assets

​

​

​

​

5,073,473

​

​

​

​

​

5,370,023

​

​

​

​

​

7,287,995

​

​

​

​

​

1,004,313

​

​

​

​

​

6,865,615

​

​

​

​

​

946,108

​

​

Non-current assets

​

​

​

​

311,918

​

​

​

​

​

244,235

​

​

​

​

​

405,775

​

​

​

​

​

55,917

​

​

​

​

​

446,743

​

​

​

​

​

61,562

​

​

Total assets

​

​

​

​

5,385,391

​

​

​

​

​

5,614,258

​

​

​

​

​

7,693,770

​

​

​

​

​

1,060,230

​

​

​

​

​

7,312,358

​

​

​

​

​

1,007,670

​

​

Total (deficit)/equity

​

​

​

​

(2,082,116)

​

​

​

​

​

(3,051,918)

​

​

​

​

​

7,066,019

​

​

​

​

​

973,723

​

​

​

​

​

6,734,179

​

​

​

​

​

927,995

​

​

Current liabilities

​

​

​

​

7,379,407

​

​

​

​

​

8,591,413

​

​

​

​

​

542,489

​

​

​

​

​

74,757

​

​

​

​

​

504,774

​

​

​

​

​

69,560

​

​

Non-current liabilities

​

​

​

​

88,100

​

​

​

​

​

74,763

​

​

​

​

​

85,262

​

​

​

​

​

11,750

​

​

​

​

​

73,405

​

​

​

​

​

10,115

​

​

Total liabilities

​

​

​

​

7,467,507

​

​

​

​

​

8,666,176

​

​

​

​

​

627,751

​

​

​

​

​

86,507

​

​

​

​

​

578,179

​

​

​

​

​

79,675

​

​

Net current (liabilities)/ assets

​

​

​

​

(2,305,934)

​

​

​

​

​

(3,221,390)

​

​

​

​

​

6,745,506

​

​

​

​

​

929,556

​

​

​

​

​

6,360,841

​

​

​

​

​

876,547

​

​

Total equity and liabilities

​

​

​

​

5,385,391

​

​

​

​

​

5,614,258

​

​

​

​

​

7,693,770

​

​

​

​

​

1,060,230

​

​

​

​

​

7,312,358

​

​

​

​

​

1,007,670

​

​

24

 

​

​

​

For the Year Ended December 31,

​

​

For the Three Months Ended March 31,

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2024

​

​

2025

​

​

​

​

RMB

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

RMB

​

​

US$

​

​

​

​

(in thousands)

​

Net cash used in operating activities

​

​

​

​

(670,381)

​

​

​

​

​

(474,890)

​

​

​

​

​

(593,595)

​

​

​

​

​

(81,800)

​

​

​

​

​

(134,041)

​

​

​

​

​

(345,583)

​

​

​

​

​

(47,623)

​

​

Net cash (used in)/generated from investing activities

​

​

​

​

(2,202,414)

​

​

​

​

​

(546,944)

​

​

​

​

​

325,505

​

​

​

​

​

44,856

​

​

​

​

​

551,051

​

​

​

​

​

293,654

​

​

​

​

​

40,467

​

​

Net cash generated from financing activities

​

​

​

​

2,184,588

​

​

​

​

​

446,954

​

​

​

​

​

2,823,875

​

​

​

​

​

389,140

​

​

​

​

​

(13,626)

​

​

​

​

​

(46,323)

​

​

​

​

​

(6,383)

​

​

Net (decrease)/increase in cash and cash equivalents

​

​

​

​

(688,207)

​

​

​

​

​

(574,880)

​

​

​

​

​

2,555,785

​

​

​

​

​

352,197

​

​

​

​

​

403,384

​

​

​

​

​

(98,252)

​

​

​

​

​

(13,539)

​

​

Cash and cash equivalents as of January 1

​

​

​

​

2,725,568

​

​

​

​

​

2,233,691

​

​

​

​

​

1,661,152

​

​

​

​

​

228,913

​

​

​

​

​

1,661,152

​

​

​

​

​

4,268,300

​

​

​

​

​

588,187

​

​

Effect of foreign exchange rate changes

​

​

​

​

196,330

​

​

​

​

​

2,341

​

​

​

​

​

51,363

​

​

​

​

​

7,078

​

​

​

​

​

(664)

​

​

​

​

​

7,008

​

​

​

​

​

966

​

​

Cash and cash equivalents as of December 31/March 31 .

​

​

​

​

2,233,691

​

​

​

​

​

1,661,152

​

​

​

​

​

4,268,300

​

​

​

​

​

588,187

​

​

​

​

​

2,063,872

​

​

​

​

​

4,177,056

​

​

​

​

​

575,614

​

​

25

 

RISK FACTORS

An investment in our ADSs involves significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment decision. Any of the following risks could have a material and adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ADSs could decline, and you may lose all or part of your investment.

RISKS RELATED TO THE RESEARCH AND DEVELOPMENT OF OUR PRODUCTS AND SERVICES

We are a company with a limited operating history and financial track record in the emerging and fast-evolving autonomous driving industry, which involves significant risks and uncertainties.

We commenced operations in 2017. We launched paid robotaxi services to the public in China in 2019. We achieved commercial production of our robobus in China in 2021 and started its public service in Guangzhou in 2022. We also launched our robovan and robosweeper in September 2021 and April 2022, respectively. We started to offer key ADAS technologies and ecosystem support in 2022, and commenced mass production of a state-of-the-art ADAS in March 2024. We are still in a relatively early stage of development and commercialization.

You should consider our business and prospects in light of the risks and challenges we face as a company with limited operating history into a rapidly-evolving industry, including, among other things, with respect to our ability to:

•

design and offer safe, reliable and quality autonomous driving products and services on an ongoing basis;

​

•

establish and expand our customer base for our purpose-built L4 autonomous driving vehicles, including robotaxi, robobus and other vehicle types;

​

•

successfully launch and commercialize future special purpose vehicles;

​

•

successfully expand our operations in the ADAS market leveraging our technological and commercialization experience in the L4 vertical;

​

•

successfully expand to new geographical areas and jurisdictions;

​

•

successfully produce autonomous driving vehicles with our OEM partners in the expected timeline;

​

•

maintain the safe operation of our purpose-built L4 autonomous driving vehicles;

​

•

establish and maintain cooperative relationships with ecosystem partners, such as OEMs, Tier 1 suppliers, logistics and urban service providers, and others;

​

•

improve and enhance our platform and autonomous technology, and maintain a reliable, secure, high-performance and scalable technology infrastructure;

​

•

improve and maintain our operational efficiency;

​

•

successfully market our product and service offerings;

​

•

attract, retain, and motivate talented employees;

​

•

obtain and generate sufficient capital to maintain our operations and grow our business;

​

•

anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape;

​

•

build a well-recognized and respected brand; and

​

•

navigate an evolving and complex regulatory environment.

​

If we fail to address any or all of these risks and challenges, our business, prospects, financial condition and results of operations may be materially and adversely affected. There are also a number of additional challenges

 

26

 

to autonomous driving, many of which are not within our control, including market acceptance of autonomous driving, governmental licensing requirements, concerns regarding data security and privacy, actual and threatened litigation (whether or not a judgment is rendered against us), and the general perception that an autonomous driving vehicle is not safe because there is no human driver. There can be no assurance that the market will accept our technology, in which case our future business, results of operations and financial condition could be adversely affected. In addition, the global autonomous driving industry is in general in its early stages and rapidly evolving. Our autonomous driving technology has not yet commercialized at a large scale. We cannot assure you that we will be able to adapt to changing market or regulatory conditions swiftly or cost-effectively. If we fail to do so, our business, results of operations and financial condition will be adversely affected.

In addition, because we have limited historical financial track record and operate in a rapidly-evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more established market. In future periods, our revenue growth may slow down or even decline for a number of reasons, including slower-than-expected commercialization of our products and services, fiercer competition, unfavorable market conditions and rapidly evolving government regulations. We have encountered in the past, and will continue to encounter in the future, risks and uncertainties frequently experienced by fast-growing companies with limited operating histories in rapidly-changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or outdated, or if we do not address these risks successfully, our actual results of operations could differ materially from our projections, and our business, prospects, financial condition and results of operations could be adversely affected.

We are making, and expect to continue to make in the foreseeable future, substantial investments in developing new offerings and technologies. These new initiatives are inherently risky, and we may not realize the expected benefits from them.

Technology is a key competing factor to the autonomous driving industry. Our financial performance will be significantly dependent on our ability to maintain our technological leadership. We have made substantial investments to develop new offerings and technologies. For the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2024 and 2025, our research and development expenses amounted to RMB758.6 million, RMB1,058.4 million, RMB1,091.4 million (US$150.4 million), RMB277.6 million and RMB325.7 million (US$44.9 million), respectively, representing 143.8%, 263.4%, 302.2%, 390.1% and 449.7% of our revenues for the corresponding year/period. We expect to incur substantial and potentially increasing research and development expenses in developing new technologies, products and service offerings and to dedicate substantial resources to improving and refining our technology stack. If we do not spend our development budget efficiently or effectively on innovative and commercially successful technologies, we may not realize the expected benefits from our investments.

In addition, we will pursue new initiatives which may carry a high degree of risk, as each involves nascent industries and unproven business strategies and technologies with which we have limited or no prior development or operating experience. For example, we entered into a strategic partnership with Bosch in 2022 under which we, as a Tier 2 supplier, provide research and development services, key technologies and ecosystem support. Because such offerings and technologies are new, they will likely involve claims and liabilities (including, but not limited to, personal injury claims), expenses, regulatory challenges and other risks, some of which we do not currently anticipate. There can be no assurance that customer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. It is also possible that products and services developed by others will render our product and service offerings noncompetitive or obsolete. Furthermore, our development efforts with respect to new products and service offerings and technologies could distract management from current operations, and will divert capital and other resources from our more established products, services and technologies. Even if we are successful in developing new products, services or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that could increase our expenses or prevent us from successfully commercializing new products, services or technologies. If we do not realize the expected benefits of our investments, our business, financial condition, operating results and prospects may be harmed.

 

27

 

RISKS RELATED TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL CAPITAL

We have only recently started to generate revenue and have a history of net losses and operating cash outflow as well as net current liabilities and deficit during the last three financial years ended December 31, 2024 and the three months ended March 31, 2025. There is no assurance that we will become or subsequently remain profitable.

We have only recently started to generate revenue and have not been profitable since our inception. We incurred loss of RMB1,298.5 million, RMB1,949.1 million, RMB2,516.8 million (US$346.8 million), RMB468.1 million and RMB385.1 million (US$53.1 million) for the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2024 and 2025, respectively. We recorded net cash outflow from operating activities of RMB670.4 million, RMB474.9 million and RMB593.6 million (US$81.8 million), and RMB345.6 million (US$47.6 million) for the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2025, respectively. We expect to incur net losses as well as net cash outflow from operating activities in the near future.

We have made significant up-front investments in research and development, administrative and selling expenses to rapidly develop and expand our business and technologies. We expect to continue to invest significantly in research and development, administrative and selling expenses, to establish and expand our business, and these investments may not result in an increase in revenue on a timely basis, or at all.

We may not generate sufficient revenue or we may incur substantial losses for a number of reasons, including the lack of demand for our products and services, increasing competition, challenging macro-economic environment as well as other risks discussed herein, and we may incur unforeseen expenses, or encounter difficulties, complications and delays in generating revenue or achieving profitability. In addition, our continuous operation depends on our capability to improve operating cash flows as well as our capacity to obtain sufficient external equity or debt financing. If we do not succeed in achieving profitability and maintaining and enhancing our cash position, we may have to limit the scale of our operations, which may limit our business growth and adversely affect our financial condition and results of operations.

In addition, we have a history of net current liabilities and deficit during the Track Record Period. We recorded net current liabilities of RMB2,305.9 million and RMB3,221.4 million as of December 31, 2022 and 2023, respectively. Moreover, we had net liabilities of RMB2,082.1 million and RMB3,051.9 million as of December 31, 2022 and 2023, respectively, primarily due to the loss for the year. Our net deficit position may limit our working capital for the purpose of operations or capital for our expansion plans and materially and adversely affect our business, results of operations and financial condition. We record net current assets of RMB6,745.5 million (US$929.6 million) and RMB6,360.8 million (US$876.5 million) as of December 31, 2024 and March 31, 2025, as compared to net current liabilities of RMB3,221.4 million as of December 31, 2023. The significant change in our net current position was primarily due to the proceeds from our U.S. IPO and the conversion of preferred shares and other financial instruments subject to redemption and other preferential rights into equity following our U.S. IPO.

If we fail to obtain or generate sufficient capital to maintain our operations and finance our growth strategies, or fail to do so on favorable or commercially acceptable terms to us, our operations and prospects could be negatively affected.

We need significant capital to, among other things, conduct research and development for our autonomous driving technology platform, attract and retain top talent, launch new autonomous driving vehicle types, offer more advanced ADAS features, maintain and grow our fleet, expand our customer base and provide quality technical support services. Our capital expenditures, which represent payments for purchase of intangible assets, property and equipment, were RMB82.7 million, RMB37.0 million, RMB85.5 million (US$11.8 million), RMB6.7 million and RMB74.9 million (US$10.3 million) for the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2024 and 2025, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Expenditure.” We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business and continue to invest in technological development, and that our level of capital expenditures may be significantly affected by customers’ demand for our products and services. The fact that we have a limited operating history and we operate in a novel and evolving industry means we have limited historical data on the demand for our products and services. As a result, our future capital requirements may be uncertain and

 

28

 

actual capital requirements may be different from those we currently anticipate especially in the fast-evolving autonomous driving industry that we operate. In addition, we may need a substantial amount of cash to fulfill certain covenants under our agreements with business partners. For example, pursuant to the shareholders agreement we entered into on July 10, 2019 with two investors, if the joint venture company established by these investors and us does not complete an initial public offering within six years after its incorporation, we may be required by one of the investors to repurchase all or a part of its equity interests in the joint venture, and may need to pay the other investor certain amount of cash to ensure its investment return. As a result, we recognized put option liabilities of RMB39.8 million, RMB40.4 million, RMB41.1 million (US$5.7 million) and RMB41.3 million (US$5.7 million) as of December 31, 2022, 2023, 2024 and March 31, 2025, respectively.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions, investor acceptance of our business plans and other factors. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds to support liquidity, we will have to significantly reduce our spending, or delay or cancel our planned activities. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

In addition, our future capital needs and other business reasons could require us to issue additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our existing shareholders. The incurrence of indebtedness would result in increased debt service obligations and could subject us to operating and financing covenants that would restrict our operations or our ability to pay dividends to our shareholders.

We received government grants during the last three financial years ended December 31, 2024 and the three months ended March 31, 2025, but we cannot guarantee that we will continue to receive such grants or subsidies in the future. In addition, the changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and operation results in the long term.

During the last three financial years ended December 31, 2024 and the three months ended March 31, 2025, we received government grants and recognized government grants as other net income of RMB19.7 million, RMB14.4 million, RMB14.1 million (US$1.9 million), RMB4.9 million and RMB0.2 million (US$34 thousand) for the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2024 and 2025, respectively. We also recorded government grants received with conditions of RMB139.1 million, RMB176.4 million, RMB184.5 million (US$25.4 million) and RMB187.2 million (US$25.8 million) in other payables as of December 31, 2022, 2023, 2024 and March 31, 2025, respectively, and RMB5.9 million, RMB6.5 million, RMB4.7 million (US$0.6 million) and RMB2.0 million (US$0.3 million) in other non-current liabilities as of December 31, 2022, 2023, 2024 and March 31, 2025, respectively. However, there is no assurance of the continued availability of the government grants currently enjoyed by us, any reduction or elimination of which would have an adverse effect on our financial condition. Our eligibility for government grants depends on a variety of factors, including the relevant government policies, the availability of funding at different granting authorities, and the development progress made by other peer companies. In addition, the timing, amount and criteria of government financial incentives are determined within the sole discretion of the local government authorities and cannot be predicted with certainty before we actually receive any financial incentive. Under the terms and conditions of the governments grants received and anticipated to be received, we are required to meet certain requirements of operational performance, such as operating in a specified area for a minimum period of time, or financial performance, such as minimum revenue amount and tax payment in certain time period in the specified regions of mainland China. Further, there are also government grants that have no conditions attaching to them and such grants are recognized as other net income when the grants are received.

During the last three financial years ended December 31, 2024 and the three months ended March 31, 2025, we sold a portion of our vehicles to customers in China. While we have started to sell vehicles internationally, these sales have not yet achieved scale, and the volume remains low with high pricing. The limited scale of our international sales does not pose a significant threat to the competitive landscape in those markets. As a result, we believe that the risk of tariffs or other non-tariff trade barriers being imposed on our vehicles due to the government subsidies we receive is currently remote. However, in the long term, we cannot rule out the

 

29

 

possibility that our Company may be subject to tariffs or other non-tariff trade barriers as our international presence grows. In addition, trade-related tensions between China and the United States and other jurisdictions remain an important source of potential risk, and such tension may intensify in the future, resulting in the imposition of more tariffs or other trade restrictions, especially to the companies receiving government grants from PRC, like us. If we plan to offer an increased number of vehicles internationally, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products, impact the competitive position of our products or prevent us from being able to sell products in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, such changes could have a material adverse effect on our business, financial condition, or results of operations. In addition, future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business.

RISKS RELATED TO THE COMMERCIALIZATION OF OUR PRODUCTS AND TECHNOLOGIES

Autonomous driving technology is an emerging technology, and we face significant challenges to develop and commercialize our technology. Our technology may not perform as well as we expect or may take us longer to commercialize than is currently projected.

The autonomous driving industry can be characterized by a significant number of technical and commercial challenges, including an expectation for better-than-human driving performance, considerable capital requirements, long vehicle development lead times, specialized skills and expertise requirements of personnel, inconsistent and evolving regulatory frameworks, a need to build public trust and brand image and real-world operation of an entirely new technology. Our future business depends, to a large extent, on our ability to continue to develop and successfully commercialize our products and services. We are in the early stage of commercialization. As we continue to make headways in the commercialization of our autonomous technologies, the composition of our revenue and the relative weight of our revenue items may change. Our ability to develop, deliver and commercialize at scale our autonomous driving platform and systems to support or perform autonomous operation of autonomous driving vehicles is still to be further proven.

Our products and autonomous driving system are technical and complex, and commercial application requires that we meet very high standards for technology performance and system safety. We may be unable to timely release new products and services that meet our intended commercial use cases, and we may therefore experience limited than expected commercialization of our technology. Commercial deployment has taken longer in the autonomous driving industry than anticipated, and it may take us more time to complete our own technology development, commercialization and large-scale operation than is currently projected. The achievement of broadly applicable autonomous driving technology will require further technology improvements including, for example, handling non-compliant or unexpected corner cases and inclement weather conditions.

These improvements may take us longer than expected, which would increase our capital requirements for technology development, delay our timeline to commercialization, and reduce the potential financial returns that may be expected from the business.

Our continued enhancement of our autonomous driving technology is and will be subject to risks, including but not limited to the following aspects:

•

our ability to achieve sufficiently safe autonomous driving system performance;

​

•

our ability to develop ADAS that enable autonomous driving functions on vehicles;

​

•

acceptance from our customers and potential customers, as well as the general public of our autonomous driving products and services as well as the autonomous driving technology in general;

​

•

our ability to continue to enhance our data analytics and software technology;

​

•

our ability to successfully complete system testing, validation and obtain safety approvals;

​

•

our ability to obtain additional approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;

​

 

30

 

•

our ability to preserve core intellectual property rights;

​

•

our ability to design, develop and secure necessary components on acceptable terms and in a timely manner;

​

•

our ability to secure additional capital to support our research and development activities; and

​

•

our ability to expand and strengthen cooperative relationships with our ecosystem partners.

​

Since the market for autonomous driving products and services is relatively new and disruptive, if our autonomous driving products and services fail to gain acceptance from the general public, regulatory authorities, our target customers, users or other stakeholders, or fail to do so at the pace we expect, our business, prospects, operating results and financial condition could be materially harmed.

Demand for autonomous driving technology depends to a large extent on general, economic, political, regulatory and social conditions in a given market. The market opportunities we are pursuing are at an early stage of development, and it is difficult to predict customer demand or penetration rates for our products and services. Our technology targeting advanced autonomous driving requires significant investment and longer time-to-market, and may not be commercially successful on a large scale in the short term, or at all.

In addition, regulatory, safety and reliability issues, or the perception thereof, many of which are beyond our control, could also cause the public or our potential business partners and end users to lose confidence in autonomous driving products and services in general. The safety of such technology depends in part on end users of the autonomous driving vehicles, as well as other drivers, pedestrians, other obstacles on the roadways or other unforeseen events. For instances, in recent years, there have been several car accidents involving vehicles equipped with autonomous driving systems from various manufacturers. Although many of these accidents were not caused by malfunctions in the autonomous driving systems, they still resulted in significant negative publicity to the autonomous driving industry. In the future, accidents involving autonomous driving vehicles could result in suspension or prohibition of autonomous driving vehicles, which could negatively affect our business and the autonomous driving industry as a whole. If safety and reliability issues for autonomous driving technology cannot be addressed properly, our business, prospects, operating results, and financial condition could be materially harmed.

Our future growth depends in part on the overall development trend of autonomous driving industry and acceptance of our technology. The market may not accept our technology, products and services, at the pace we expect, or at all, and our business, prospects, financial condition and results of operations will be materially and adversely affected. Key industry participants may develop competing services or may otherwise seek to overthrow our efforts. For example, our robotaxis and robobuses might displace individual drivers for taxis, buses and ride hailing services, which may be interpreted as negatively affecting employment opportunities for these individuals, as has been the case in other industries that have been subject to automation. This could result in negative publicity and even legislation or regulations that make it more difficult to operate our business in certain jurisdictions that we may expand our operations into. Any such occurrences could materially harm our future business.

Our business model has yet to be tested, and any failure to commercialize our strategic plans, technologies, products or services would have an adverse effect on our operating results and business.

As a relatively new enterprise that is beginning to scale our business, we encounter considerable difficulties, many of which are beyond our control. The difficulties include, among others, unknown future challenges and opportunities, substantial risks and expenses in the course of developing new products and services, entering new markets, undertaking marketing activities and delivering our products and services to our customers. The likelihood of our success must be considered in light of these risks, expenses, complications, delays, and the competitive environment in which we operate. Therefore, there is substantial uncertainty as to the success of our business plan. We may not be able to scale up rapidly enough to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by companies at an early stage of commercialization, including marketing our products and services, scaling up our operation and headcount, and may incur unforeseen expenses, difficulties, or delays in connection with our growth. Any investment in our Company is therefore highly speculative and could result in the loss of your entire investment.

 

31

 

We have limited experience to date in applying our autonomous driving technology at a large scale. As of February 6, 2025, we had offered paid robotaxi services for nearly 1,900 days. As of the same date, our robobuses had been deployed in more than 30 cities in eight countries, namely, Switzerland, France, Japan, Singapore, the UAE, Saudi Arabia, Qatar and China, and had offered transportation services since November 2021. We launched the world’s first robovan dedicated to intra-city delivery of goods in urban cities in September 2021, and the world’s first purpose-built robosweeper designed for open road in April 2022, according to CIC. As of February 6, 2025, we have not yet delivered to third parties our purpose-built L4 autonomous driving vehicles at a large scale. We have reached understanding with customers regarding future orders of our autonomous vehicle. Until the customers enter into definitive purchase agreements for our autonomous vehicle, which is within the discretion of the customers, no assurance can be made that the customers will purchase our autonomous vehicles and we can receive payment as scheduled. In addition, we have only recently started delivering ADAS, and have had limited proven track record of successful operation in ADAS applications. Whether the order forecast from our customers will materialize will ultimately depend on various factors, including the market acceptance of the vehicle models on which ADAS will be installed, which are beyond our control.

Even if we are successful in developing and commercializing our autonomous driving and ADAS technology, we could face unexpected difficulties, delays and cost overruns, including as a result of factors beyond our control such as unforeseen issues with our technology, problems with suppliers and adverse regulatory developments. Any failure to develop our technology within our projected costs and timelines or failure to execute our business plan as expected could have material adverse effects on our business, prospects, operating results and financial condition.

In addition, we currently partner with OEMs to manufacture our autonomous driving vehicles, instead of manufacturing the vehicles on our own. We believe these partnerships enable us to remain asset-light and maintain focus on developing and upgrading our proprietary autonomous driving products and services. We also intend to adopt an asset-light model across our different business lines, such that instead of owning autonomous driving fleet by ourselves, we may cooperate with third-party fleet asset owners and operate the vehicles on our platform. However, such business model may present unpredictable challenges, which could materially and adversely affect our business, prospects, financial condition and results of operations. See “— Risks Related to the Manufacturing of Our Products—We cooperate with a large number of business partners, including, among others, OEMs, Tier 1 suppliers, logistics and urban service providers, and others. Collaboration with third parties subjects us to risks.” In addition, as the scale of our business grows, it is possible that we may be required to take up vehicle manufacturing and operation of a larger autonomous driving vehicle fleet ourselves, which is much more capital-intensive for us relative to partnering with third parties. If that happens, we cannot guarantee that we will possess the necessary human and capital resources to complete such transition, in the expected timeframe or at all. Failure to do so could have material adverse effects on our business, prospects, operating results and financial condition.

If our autonomous driving technology products and services fail to meet evolving customer needs, respond to the industry evolution appropriately, tailor to developing use cases or to perform as expected, our ability to market or sell our products and services could be adversely affected.

In order to succeed, we need to tailor our products and services to address rapidly-changing customer demands, the evolving autonomous driving technology and emerging user cases. Our results of operation will depend on our ability to adapt and respond effectively to these changes in a timely manner. We may not be equipped with the insight into new trends in the autonomous driving industry that could emerge and affect our business operations, and we may not be able to forecast and meet the continuously changing demands and preferences towards our products and services. If we fail to develop new features of our technology platform, autonomous driving vehicles or ADAS to meet the emerging marketing demands, we may lose our competitive edge over other industry participants. If we fail to accurately estimate the demand for our products and services, match the timing and quantities of component and supplies purchases to actual needs or successfully implement inventory management and other systems to accommodate the increased complexity in our supply chain, we may incur unexpected production disruption and storage, transportation and write-off costs, which could have a material adverse effect on our business, prospects, financial condition and operating results.

We cannot assure you that our technology will achieve the required reliability for autonomous driving at a large scale commercially. There can be no assurance that our algorithms and data analytics could predict every

 

32

 

single potential issue that may arise during the operation of our autonomous driving vehicles, the failure of which could lead to road accidents and casualties, and could materially and adversely affect our business, prospects, financial condition and results of operations.

Furthermore, there can be no assurance that our customers and end users will be able to properly adapt to the different operation processes for our autonomous driving vehicles. Any accidents resulting from such failure to operate our autonomous driving vehicles properly could harm our brand and reputation, result in adverse publicity and product liability claims, and have a material adverse effect on our business, prospects, financial condition and operating results.

Failure to continue to attract and retain customers, manage our relationship with them or increase their reliance on our products and services could materially and adversely affect our business and prospects.

Our relationship with our customers and business partners is crucial to our success. We generate revenue from (i) the sales of autonomous driving vehicles, primarily including robobuses, robotaxis and robosweepers, and related sensor suites, and (ii) the provision of services, including autonomous driving related operational and technical support services, ADAS research and development services, and intelligent data services. If we fail to maintain relationships with our customers, or fail to continue to attract new customers, or if our customers or end users reduce or cease the use of our products and services for any reason, our business, financial condition, results of operations and prospects may be materially and adversely affected.

In addition, we depend on a limited number of customers, including certain shareholders of our company, to generate a substantial portion of our revenue. The revenue attributable to our five largest customers was RMB415.7 million, RMB307.6 million, RMB169.3 million (US$23.3 million) and RMB39.4 million (US$5.4 million) for the years ended December 31, 2022, 2023, 2024 and the three months ended March 31, 2025, respectively, representing 78.8%, 76.6%, 46.8% and 54.5% of our total revenue for the corresponding year/period. The revenue attributable to our largest customer was RMB155.9 million, RMB222.3 million, RMB88.2 million (US$12.2 million) and RMB15.4 million (US$2.1 million) for the years ended December 31, 2022, 2023, 2024 and the three months ended March 31, 2025, respectively, representing 29.6%, 55.3%, 24.4% and 21.3% of our total revenue for the corresponding year/period. We derived 10.2%, 12.1%, 8.9% and 9.1% of our total revenue from related parties for the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2025, respectively. There is no assurance that we will be able to maintain or expand our relationships with our customers, or that we will be able to continue to serve them at current levels, or at all. If any of our customers significantly reduces or even ceases its use of our products and services, we may not be able to find alternative customers at comparable levels, or at all. In addition, we may not be able to continue to attract new customers. As a result, we may experience a decline in our revenue, which will negatively affect our results of operations and financial performance.

RISKS RELATED TO THE MANUFACTURING OF OUR PRODUCTS

We cooperate with a large number of business partners, including, among others, OEMs, Tier 1 suppliers, logistics and urban service providers, and others. Collaboration with third parties subjects us to risks.

Strategic business relationships are and will continue to be an important factor in the growth and success of our business. We have established a robust ecosystem consisting of OEMs, Tier 1 suppliers, logistics and urban service providers, and others. A number of our partners have also become our shareholders and invested in our future, demonstrating their strong conviction in our technology and go-to-market strategy and providing further validation for our product and service offerings. Components manufactured by OEMs or our Tier-1 suppliers could contain defects that would cause our autonomous driving vehicles to fail to operate as intended. We will also need to identify and negotiate additional relationships with other third parties. We may not be able to successfully identify and negotiate definitive agreements with these business partners on terms that are attractive or at all, which would cause us to incur increased costs to develop and provide these capabilities.

Collaboration with these third parties is subject to risks, some of which are outside our control. We could experience delays to the extent our partners do not meet the agreed upon timelines or experience capacity constraints. We could also experience disagreement in budget or funding for the joint development projects. There is also a risk of other potential disputes with partners in the future, including with respect to intellectual

 

33