--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-22-129098" form_type: "8-K" ticker: null cik: "0001837160" company_name: "COVA Acquisition Corp." filed_at: "2022-12-21T23:59:59+00:00" generated_at: "2026-06-21T01:02:19.138842+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # COVA Acquisition Corp. completes $3.4B business combination with ECARX; begins trading as ECX on Nasdaq ## Summary - Merger closed Dec 20, 2022; COVA shareholders received ECARX Class A ordinary shares at ~$3.4B valuation. - ECARX Class A ordinary shares and warrants listed on Nasdaq under tickers ECX and ECXWW starting Dec 21, 2022. - COVA notified Nasdaq of delisting; COVA shares, warrants and units suspended from trading on Dec 21, 2022. - All COVA directors and officers resigned: CEO/CFO Jun Hong Heng, President K.V. Dhillon, and three other directors. - Certain ECARX shareholders entered six-month lock-up agreements restricting transfer of ECARX Class A shares. ## SEC filing metadata - accession: 0001104659-22-129098 - form_type: 8-K - cik: 0001837160 - company_name: COVA Acquisition Corp. - filed_at: 2022-12-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/tm2233213d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-129098 - JSON: https://secwatch.observer/filing/0001104659-22-129098.json - Plain text: https://secwatch.observer/filing/0001104659-22-129098.txt ## Key facts - Executive change K.V. Dhillon resigned as President at COVA Acquisition Corp.. - Action: resigned - Role: President source text: K.V. Dhillon resigned as President evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Executive change Jack Smith departed as Director at COVA Acquisition Corp.. - Action: ceased to be a director - Role: Director source text: Pandu Sjahrir, Alvin W. Sariaatmadja and Jack Smith ceased to be a director of COVA. evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Executive change Jun Hong Heng resigned as Chief Executive Officer and Chief Financial Officer at COVA Acquisition Corp.. - Action: resigned - Role: Chief Executive Officer and Chief Financial Officer source text: Jun Hong Heng resigned as Chief Executive Officer and Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Executive change Alvin W. Sariaatmadja departed as Director at COVA Acquisition Corp.. - Action: ceased to be a director - Role: Director source text: Pandu Sjahrir, Alvin W. Sariaatmadja and Jack Smith ceased to be a director of COVA. evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Executive change Pandu Sjahrir departed as Director at COVA Acquisition Corp.. - Action: ceased to be a director - Role: Director source text: Pandu Sjahrir, Alvin W. Sariaatmadja and Jack Smith ceased to be a director of COVA. evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - M&A Transactions COVA Acquisition Corp. underwent a change of control involving ECARX Holdings Inc. for $3,400,000,000 (closed 2022-12-20). - Action: change of control - Counterparty: ECARX Holdings Inc. - Consideration: $3,400,000,000 - Closing: 2022-12-20 source text: The “Recapitalization Factor” is a number determined by dividing the Price per Share by $10.00. “Price per Share” is defined in the Merger Agreement as the amount equal to $3,400,000,000 divided by such amount equal to (a) the aggregate number of ECARX shares (i) that are issued and outstanding immediately prior to the Re-designation and (ii) that are issuable evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Material Agreements COVA Acquisition Corp. entered into Assignment, Assumption and Amendment Agreement with COVA and Continental Stock Transfer & Trust Company (effective 2022-12-20). - Action: entry - Counterparty: COVA and Continental Stock Transfer & Trust Company - Effective: 2022-12-20 source text: On the Closing Date, ECARX entered into an Assignment, Assumption and Amendment Agreement with COVA and Continental Stock Transfer & Trust Company, as warrant agent to assume COVA’s obligations under the existing Warrant Agreement, dated February 4, 2021 with respect to COVA’s public and private warrants. evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Material Agreements COVA Acquisition Corp. entered into Registration Rights Agreement with ECARX, the Sponsor and certain shareholders (effective 2022-12-20). - Action: entry - Counterparty: ECARX, the Sponsor and certain shareholders - Effective: 2022-12-20 source text: On the Closing Date, COVA, ECARX, the Sponsor and the other parties thereto entered into a Registration Rights Agreement, pursuant to which, among other things, ECARX agreed to undertake certain resale shelf registration obligations in accordance with the Securities Act and Sponsor and certain shareholders of ECARX were granted customary demand and piggyback registration rights. evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm - Material Agreements COVA Acquisition Corp. entered into Lock-Up Agreement with ECARX and certain shareholders (effective 2022-12-20). - Action: entry - Counterparty: ECARX and certain shareholders - Effective: 2022-12-20 source text: On the Closing Date, certain shareholders of ECARX entered into respective lock-up agreements with ECARX and COVA (each a “Lock-Up Agreement”), pursuant to which each of such shareholders agreed that the ECARX Class A Ordinary Shares held by it will be subject to a lock-up for six months following the consummation of the Business Combination, subject to certain exceptions. evidence_url: https://www.sec.gov/Archives/edgar/data/1837160/000110465922129098/0001104659-22-129098-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.