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