UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2021
COVA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40012 | 98-1572360 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) |
| 530 Bush Street, Suite 703 | ||
| San Francisco, California | 94108 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 800-2289
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | COVAU | The Nasdaq Stock Market LLC | ||
| Class A Ordinary Shares included as part of the units | COVA | The Nasdaq Stock Market LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | COVAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934
Emerging growth company ☒
If an emerging growth company, 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 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 28, 2021, COVA Acquisition Corp. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the SEC.
The Notice has no immediate impact on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
As previously reported in the Form 12b-25 filed with the SEC on May 17, 2021, the Company was unable to file the Q1 2021 Form 10-Q by the prescribed due date of May 17, 2021 without unreasonable effort and expense. The Company was unable to file the Q1 2021 Form 10-Q by the extension date of May 24, 2021 but subsequently filed the Q1 2021 Form 10-Q with the SEC on June 1, 2021. As a result of such filing, the Company expects to regain compliance with the Nasdaq Listing Rule.
Item 8.01 Other Events.
On June 1, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 1, 2021 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 1, 2021 | COVA ACQUISITION CORP. | |
| By: | /s/ Jun Hong Heng | |
| Name: | Jun Hong Heng | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
COVA Acquisition Corp. Receives Expected Notice from Nasdaq Regarding Delayed Form 10-Q
SAN FRANCISCO, Calif. -- (BUSINESS WIRE) -- COVA Acquisition Corp. (NASDAQ: COVAU) (the “Company”) announced today that it received a notice dated May 28, 2021 (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the SEC.
The Notice has no immediate impact on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
As previously reported in the Form 12b-25 filed with the SEC on May 17, 2021, the Company was unable to file the Q1 2021 Form 10-Q by the prescribed due date of May 17, 2021 without unreasonable effort and expense. The Company was unable to file the Q1 2021 Form 10-Q by the extension date of May 24, 2021 but subsequently filed the Q1 2021 Form 10-Q with the SEC on June 1, 2021. As a result of such filing, the Company expects to regain compliance with the Nasdaq Listing Rule.
Cautionary Note Concerning Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the Company’s expectation to regain compliance with the Nasdaq Listing Rule, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Company Contact:
K.V. Dhillon
President, COVA Acquisition Corp.
contact@crescentcove.com
Media Contact:
Doug Donsky, ICR, Inc.
Media@crescentcove.com