0001104659-22-129102.txt : 20221221 0001104659-22-129102.hdr.sgml : 20221221 20221221161916 ACCESSION NUMBER: 0001104659-22-129102 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221220 FILED AS OF DATE: 20221221 DATE AS OF CHANGE: 20221221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heng Jun Hong CENTRAL INDEX KEY: 0001842577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40012 FILM NUMBER: 221478663 MAIL ADDRESS: STREET 1: C/O CRESCENT COVE ACQUISITION CORP. STREET 2: 530 BUSH STREET, SUITE 703 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COVA Acquisition Sponsor LLC CENTRAL INDEX KEY: 0001842698 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40012 FILM NUMBER: 221478664 BUSINESS ADDRESS: STREET 1: C/O COVA ACQUISITION CORP. STREET 2: 530 BUSH STREET, SUITE 703 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (415) 800-2289 MAIL ADDRESS: STREET 1: C/O COVA ACQUISITION CORP. STREET 2: 530 BUSH STREET, SUITE 703 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER NAME: FORMER CONFORMED NAME: Crescent Cove Acquisition Sponsor LLC DATE OF NAME CHANGE: 20210127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COVA Acquisition Corp. CENTRAL INDEX KEY: 0001837160 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981572360 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 530 BUSH STREET, SUITE 703 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-795-8595 MAIL ADDRESS: STREET 1: 530 BUSH STREET, SUITE 703 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER COMPANY: FORMER CONFORMED NAME: Crescent Cove Acquisition Corp. DATE OF NAME CHANGE: 20201218 4 1 tm2233214-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-12-20 0 0001837160 COVA Acquisition Corp. COVA 0001842698 COVA Acquisition Sponsor LLC 1700 MONTGOMERY STREET, SUITE 240 SAN FRANCISCO CA 94111 0 0 1 0 0001842577 Heng Jun Hong C/O COVA ACQUISITION CORP. 1700 MONTGOMERY STREET, SUITE 240 SAN FRANCISCO CA 94111 0 0 1 0 Class A Ordinary Share 2022-12-20 4 C 0 5250000 A 5250000 D Class A Ordinary Share 2022-12-20 4 J 0 5250000 D 0 D Class B Ordinary Shares 2022-12-20 4 D 0 2250000 D Class A Ordinary Shares 2250000 5250000 D Class B Ordinary Shares 2022-12-20 4 C 0 5250000 D Class A Ordinary Shares 5250000 0 D Warrants 2022-12-20 4 J 0 8872000 D Class A Ordinary Shares 8872000 0 D 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. The shares reported above are held in the name of COVA Acquisition Sponsor LLC, our Sponsor. Our Sponsor is controlled by Jun Hong Heng. 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. 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). 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). 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 2022-12-21 /s/ Jun Hong Heng 2022-12-21