SEC Form 4: Cova Acquisition Sponsor Llc converted options into 5,250,000 units of Class A Ordinary Share and disposed of 5,250,000 units of Class A Ordinary Share
$COVA
Business Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVA Acquisition Corp. [ COVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Share | 12/20/2022 | C | 5,250,000(1) | A | (1) | 5,250,000(2) | D | |||
| Class A Ordinary Share | 12/20/2022 | J | 5,250,000(1) | D | (1) | 0(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 12/20/2022 | D(3) | 2,250,000 | (4) | (4) | Class A Ordinary Shares | 2,250,000 | (4) | 5,250,000 | D | ||||
| Class B Ordinary Shares | (1) | 12/20/2022 | C(1) | 5,250,000 | (4) | (4) | Class A Ordinary Shares | 5,250,000(2) | (4) | 0 | D | ||||
| Warrants | (5) | 12/20/2022 | J(6) | 8,872,000 | (5) | (5) | Class A Ordinary Shares | 8,872,000(2) | (6) | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents Class B ordinary shares held by COVA Acquisition Sponsor LLC (the "Sponsor") that converted into Class A ordinary shares of COVA Acquisition Corp. (the "Issuer") and were disposed of in exchange for Class A ordinary shares of ECARX Holdings Inc. ("ECARX Holdings") in connection with the business combination (the "Business Combination") pursuant to that certain Agreement and Plan of Merger, dated as of May 26, 2022, by and among the Issuer, ECARX Holdings, Ecarx&Co Limited and Ecarx Temp Limited. |
| 2. The shares reported above are held in the name of COVA Acquisition Sponsor LLC, our Sponsor. Our Sponsor is controlled by Jun Hong Heng. |
| 3. In connection with the Business Combination, the Sponsor forfeited 2,250,000 Class B ordinary shares (the "Forfeiture") to the Issuer pursuant to the terms of the Sponsor Support Agreement and Deed, dated May 26, 2022, by and among the Issuer, ECARX Holdings and the Sponsor. |
| 4. The Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-252273). |
| 5. The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of ECARX Holdings in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of ECARX Holdings at a price of $11.50 per share (subject to adjustment). |
| 6. Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of ECARX Holdings in connection with the Business Combination. |
| /s/ Jun Hong Heng, managing member of CC Acquisition Sponsor Manager, LLC, manager of COVA Acquisition Sponsor LLC | 12/21/2022 | |
| /s/ Jun Hong Heng | 12/21/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||