UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR ~~Section~~ 15(d) ofOF ~~The Securities~~THE ~~Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest~~1934 ~~event reported): December 14, 2022~~

Date of Report (Date of earliest event reported): December 20, 2022

COVA ACQUISITION CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Cayman Islands	001-40012	98-1572360
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)		Identification No.)

1700 Montgomery Street, Suite 240
1700 Montgomery Street, Suite 240 San Francisco, California		94111
San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 800-2289

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since Last ~~last report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~Registrant~~registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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))

¨	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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On December 1420, 2022 (the “Closing Date”), COVA Acquisition Corp. (“COVA”), ~~held an~~a ~~Extraordinary~~Cayman ~~General~~Islands ~~Meeting~~exempted ofcompany ~~shareholders~~consummated ~~(the~~its ~~“Extraordinary~~previously ~~General~~disclosed ~~Meeting”) in connection with the proposed~~ business combination (the “Business Combination”) ~~contemplated~~in byaccordance with the terms of the Agreement and Plan of Merger, dated ~~as of~~ May 26, 2022 (the “Merger Agreement”), by and among COVA, ECARX Holdings Inc. (“ECARX”), ~~and~~Ecarx ~~the~~Temp ~~other~~Limited ~~parties~~(“Merger ~~thereto.~~Sub ~~The~~1”), ~~Business~~a ~~Combination~~wholly-owned issubsidiary ~~described~~of inECARX ~~the~~and ~~definitive~~Ecarx&Co ~~proxy~~Limited ~~statement~~(“Merger ~~filed~~Sub by2”), ~~COVA~~a ~~with~~wholly ~~the~~owned ~~U.S.~~subsidiary ~~Securities~~of ~~and~~ECARX. ~~Exchange~~Capitalized ~~Commission~~terms ~~(the~~not ~~“SEC”)~~otherwise ondefined ~~November~~have ~~18, 2022 (~~the ~~“Proxy~~meaning set ~~Statement”)~~forth ~~and~~in ~~incorporated~~the ~~herein~~Merger ~~by reference~~Agreement.

~~Present~~In atconnection ~~the~~with ~~Extraordinary General Meeting were holders of 28,040,621 ordinary shares, par value $0.0001 per share, of COVA (“Ordinary Shares”), in person or by proxy, representing approximately 75% of~~ the ~~voting~~consummation ~~power~~ of the Business ~~Ordinary Shares as of November 8~~Combination, ~~2022,~~ the ~~record~~following ~~date~~agreements ~~for the Extraordinary General Meeting (the “Record~~were ~~Date”),~~entered ~~and~~into ~~constituting~~among ~~a quorum for~~ the ~~transaction~~various ~~of business. As of the Record Date, there were 37,500,000 Ordinary Shares issued and outstanding.~~parties:

AtRegistration ~~the~~Rights ~~Extraordinary~~Agreement ~~General Meeting, COVA’s shareholders voted on and approved the proposals below, in each case as defined and described in greater detail in the Proxy Statement.~~

~~The~~On ~~approval of~~ the ~~Business~~Closing ~~Combination~~Date, ~~Proposal~~COVA, ~~(as defined in the Proxy Statement) required an ordinary resolution under Cayman Islands law~~ECARX, ~~being~~ the ~~affirmative~~Sponsor ~~vote~~and of the ~~holders~~other ~~of a majority of~~parties ~~the~~thereto ~~issued~~entered ~~and~~into ~~outstanding~~a ~~Ordinary~~Registration ~~Shares~~Rights ~~entitled~~Agreement, pursuant to ~~vote~~which, ~~who~~among ~~attend,~~other ~~in person or by proxy~~things, ~~and~~ECARX ~~vote~~agreed ~~thereupon~~to atundertake ~~the~~certain ~~Extraordinary~~resale ~~General~~shelf ~~Meeting.~~registration ~~The~~obligations ~~approval of the Merger Proposal (as defined~~ in ~~the~~accordance ~~Proxy~~with ~~Statement) required a special resolution under Cayman Islands law, being~~ the ~~affirmative~~Securities ~~vote~~Act ofand ~~the~~Sponsor ~~holders~~and ofcertain atshareholders ~~least two-thirds~~ of ~~the~~ECARX ~~issued~~were ~~and~~granted ~~outstanding Ordinary Shares entitled to vote,~~customary ~~who~~demand ~~attend, in person or by proxy,~~ and ~~vote~~piggyback ~~thereupon~~registration ~~at the Extraordinary General Meeting~~rights.

~~Set~~The ~~forth~~foregoing ~~below~~description ~~are~~of the ~~final~~Registration ~~voting~~Rights ~~results~~Agreement ~~for~~is ~~each~~qualified in its entirety by reference to the full text of the ~~proposals:~~Registration Rights Agreement which is included as Exhibit 10.1 to this Current Report.

~~Business~~Shareholder ~~Combination~~Lock-Up ~~Proposal~~ Agreements

~~The~~On ~~Business~~the ~~Combination~~Closing ~~Proposal~~Date, ~~was~~certain ~~approved.~~shareholders ~~The~~of ~~voting~~ECARX ~~results~~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 ~~were~~held asby ~~follows:~~it will be subject to a lock-up for six months following the consummation of the Business Combination, subject to certain exceptions.

	For				Against				Abstain
	26,392,980				1,645,791				1,850

The foregoing description of the Shareholder Lock-Up Agreement is qualified in its entirety by reference to the full text of the Form of Shareholder Lock-Up Agreement which is included as Exhibit 10.2 to this Current Report.

~~Merger Proposal~~Assignment, Assumption and Amendment Agreement

~~The~~On ~~Merger~~the ~~Proposal~~Closing ~~was~~Date, ~~approved.~~ECARX ~~The~~entered ~~voting~~into ~~results~~an ofAssignment, ~~the~~Assumption ~~Ordinary~~and ~~Shares~~Amendment ~~were~~Agreement with COVA and Continental Stock Transfer & Trust Company, as ~~follows:~~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.

For				Against				Abstain
	26,366,467				1,645,791				28,363

The foregoing description of the Assignment, Assumption and Amendment Agreement is qualified in its entirety by reference to the full text of the Assignment, Assumption and Amendment Agreement which is included as Exhibit 10.3 to this Current Report.

~~Adjournment~~Item ~~Proposal~~2.01. Completion of Acquisition or Disposition of Assets.

~~The~~Pursuant ~~Adjournment~~to ~~Proposal~~the Merger Agreement, immediately prior to the First Effective Time on the Closing Date, (i) the Seventh Amended and Restated Memorandum and Articles of Association of ECARX (the “Amended Company Articles”) was ~~not~~adopted ~~presented~~and atbecame effective; (ii) each of the ~~Extraordinary~~preferred ~~General~~shares of ECARX that is issued and outstanding immediately prior to such time was re-designated and re-classified ~~Meeting~~into one ordinary share of ECARX (the “Preferred Share Conversion”); (iii) immediately after the Preferred Share Conversion, (x) issued and outstanding ordinary shares of ECARX (other than the Co-Founder Shares (as defined in the Merger Agreement)) and certain authorized but unissued ordinary share of ECARX were each re-designated into one Class A ordinary shares of ECARX, par value of US$0.000005 per share (“ECARX Class A Ordinary Shares”), where each ECARX Class A Ordinary Share entitles its holder to one (1) vote on all matters subject to vote at general meetings of ECARX, (y) issued and outstanding Co-Founder Shares and certain authorized but unissued ordinary shares were each re-designated as one Class B ordinary shares of ECARX, par value of US$0.000005 per share (“ECARX Class B Ordinary Shares” and collectively with ECARX Class A Ordinary Shares, “ECARX Ordinary Shares”), where each ECARX Class B Ordinary Share entitles its holder to ten (10) votes on all matters subject to vote at general meetings of ECARX, and (z) certain authorized but unissued ordinary shares of ECARX were each re-designated as shares of par value of US$0.000005 each of such class or classes (however designated) as the ~~other~~board ~~proposals~~of ~~received~~directors of ECARX may determine in accordance with the Amended Company Articles (actions set forth in clause (iii) are referred to as the “Re-designation”); and (iv) each authorized issued and unissued ECARX Ordinary Share immediately prior to the First Effective Time was recapitalized by way of a ~~sufficient~~repurchase in exchange for issuance of such number of ~~votes~~ECARX ~~for~~Ordinary ~~approval~~Shares equal to the Recapitalization Factor (as defined below) as described further in the Merger Agreement. 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 upon the exercise of all ECARX options and other equity securities of ECARX that are issued and outstanding immediately prior to the Re-designation (whether or not then vested or exercisable, as applicable), minus (b) the ECARX shares held by ECARX or any of its subsidiaries (if applicable) as treasury shares.

~~Item~~In 8addition, pursuant to the Merger Agreement, at the First Effective Time: (i) each of COVA’s units (“Units”) (each consisting of one COVA Public Share (as defined below) and one-half of one COVA public warrant (the “COVA Public Warrants”)) issued and outstanding immediately prior to the First Effective Time were automatically separated and the holder thereof was deemed to hold one COVA Public Share and one-half of one COVA Public Warrant; provided, that, no fractional COVA Public Warrants were issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional COVA Public Warrant upon such separation, the number of COVA Public Warrants to be issued to such holder upon such separation was rounded down to the nearest whole number of COVA Public Warrants and no cash was paid in lieu of such fractional COVA Public Warrants; (ii) immediately following the separation of each Unit, each Class A ordinary share, par value $0.010001 per share, of COVA (“COVA Public Shares”) and each Class B ordinary share, par value $0.0001 ~~Other~~per ~~Events~~share, of COVA (collectively with COVA Public Shares, “COVA Shares”) (excluding COVA Public Shares that are held by COVA shareholders that validly exercise their redemption rights, COVA Shares that are held by COVA shareholders that exercise and perfect their relevant dissenters’ rights and COVA treasury shares) issued and outstanding immediately prior to the First Effective Time were cancelled and ceased to exist and each holder thereof was entitled to receive one newly issued ECARX Class A Ordinary Share; and (iii) each whole warrant of COVA outstanding immediately prior to the First Effective Time ceased to be a warrant with respect to COVA Public Shares and was assumed by ECARX and converted into a warrant to purchase one ECARX Class A Ordinary Share (“ECARX Warrants”), subject to substantially the same terms and conditions prior to the First Effective Time.

Pursuant 29to the Merger Agreement,~~379~~ (i) each ordinary share,~~643~~ ~~Ordinary~~par ~~Shares~~value US$0.000005 ~~were~~per ~~redeemed~~share, inof ~~connection~~Merger ~~with~~Sub 1 that was issued and outstanding immediately prior to the First Effective Time continued existing ~~Extraordinary~~and ~~General~~constitute ~~Meeting~~the only issued and outstanding share capital of Surviving Entity 1, (ii) each ordinary share of Surviving Entity 1 that is issued and outstanding immediately prior to the Second Effective Time was automatically cancelled and ceased to exist without any payment therefor, and (iii) each ordinary share, par value US$0.000005 per share, of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time remained outstanding and continued existing and constituted the only issued and outstanding share capital of Surviving Entity 2 and was not affected by the Second Merger.

~~Forward-Looking~~The ~~Statements~~ordinary shares and warrants commenced trading on The Nasdaq Stock Market LLC under the ticker symbol “ECX” and “ECXWW,” respectively, on December 21, 2022. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

~~This~~Item ~~Current~~3.01. ~~Report~~Notice ~~on Form 8-K contains forward-looking statements within the meaning~~ of ~~Section 27A~~Delisting ofor ~~the~~Failure ~~Securities~~to ~~Act~~Satisfy ofa ~~1933,~~Continued asListing ~~amended,~~Rule ~~and~~or ~~Section 21E~~Standard; ofTransfer ~~the Securities Exchange Act~~ of ~~1934,~~Listing; asMaterial ~~amended,~~Modification ~~that are based on beliefs and assumptions and on information currently available~~ to ~~COVA and~~Rights ~~ECARX,~~of ~~and~~Security ~~also contains certain financial forecasts and projections~~Holders.

~~All~~On ~~statements~~December ~~other than statements of historical fact contained in this communication are forward-looking statements. In some cases~~20, ~~you can identify forward-looking statements by the following words: “may~~2022,” ~~“will,”~~in ~~“could,”~~connection ~~“would,”~~with “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the ~~negative~~consummation ~~or plural~~ of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. These statements are based upon estimates and forecasts and reflect the ~~views,~~ ~~assumptions,~~Business ~~expectations~~Combination, ~~and opinions of~~ COVA ~~and~~notified ~~ECARX,~~Nasdaq ~~which involve risks, uncertainties and other factors~~ that ~~may~~the ~~cause~~Business ~~actual results,~~Combination ~~levels~~had ofbecome ~~activity,~~effective performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as preliminary and ~~for~~requested ~~illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Although each of COVA and ECARX believes~~ that itNasdaq ~~has~~file a ~~reasonable basis for each forward-looking statement contained in~~ ~~this~~Notification ~~communication, each~~ of ~~COVA~~Removal ~~and~~from ~~ECARX~~Listing ~~caution you that these statements are based on a combination of facts~~ and/or ~~factors~~Registration ~~currently known~~under ~~and~~Section ~~projections~~12(b) of the ~~future,~~Securities ~~which~~Exchange ~~are~~Act ~~inherently~~of ~~uncertain. In addition~~1934, ~~there~~as ~~are~~amended ~~risks and uncertainties described in~~ (the ~~proxy~~ ~~statement/prospectus~~“Exchange Act”), on Form ~~F-4~~25 ~~relating~~ to ~~the~~notify ~~proposed transaction filed by ECARX with~~ the SEC ~~and~~that ~~other documents filed by~~ COVA’s ~~or ECARX~~ordinary ~~from~~shares, ~~time~~warrants ~~to time with the SEC. These filings may identify~~ and ~~address~~units ~~other~~were ~~important risks and uncertainties that could cause actual events and results~~ to ~~differ materially from those expressed or implied in the forward-looking statements. Neither COVA nor ECARX can assure you that the forward-looking statements in this communication will prove to~~ be ~~accurate. These forward-looking statements are~~delisted ~~subject to a number of risks~~ and ~~uncertainties,~~deregistered ~~such~~under asSection ~~the~~12(b) ~~occurrence~~ of ~~any event that could give rise to~~ the ~~termination~~Exchange ofAct. ~~the~~As merger agreement, the ability to recognize the anticipated benefits of the business combination, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the ~~announcement~~Business ~~and consummation~~Combination ofhaving ~~the~~become ~~transaction~~effective, ~~the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties,~~Nasdaq ~~including~~determined ~~those~~to ~~included~~permanently ~~under~~suspend ~~the~~trading ~~heading “Risk Factors” in the registration statement on Form F-4 filed by ECARX with the SEC and those included under the heading “Risk Factors” in the final prospectus~~ of COVA’s ~~dated~~ordinary ~~February 4~~shares, ~~2021~~warrants and inunits ~~its subsequent~~prior ~~filings~~to ~~with~~ the ~~SEC.~~opening ~~In light~~ of ~~the~~trading ~~significant uncertainties in these forward-looking statements, you should not regard~~on ~~these~~December ~~statements as a representation or warranty by COVA or ECARX~~21, ~~their~~2022. ~~respective~~The ~~directors,~~deregistration ~~officers or employees or any other person that COVA or ECARX~~ will ~~achieve~~become ~~their~~effective ~~objectives~~10 ~~and~~days ~~plans~~from ~~in any specified time frame, or at all. The forward-looking statements in this communication represent~~ the ~~views~~filing of ~~COVA and ECARX as of~~ the ~~date~~Form of25, ~~this~~which ~~communication.~~occurred ~~Subsequent~~on ~~events~~December ~~and developments may cause~~20, ~~those views to change~~2022. ~~However, while~~ COVA ~~and~~intends ~~ECARX~~to ~~may~~file ~~update~~a ~~these~~Form ~~forward-looking~~15 ~~statements~~with in the ~~future,~~SEC ~~COVA~~in ~~and~~order ~~ECARX specifically disclaim any obligation~~ to docomplete ~~so, except to~~ the ~~extent~~deregistration ~~required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views~~ of COVA’s ~~and~~securities ~~ECARX~~under ~~as of any date subsequent to~~ the ~~date of this communication. Accordingly, undue~~ ~~reliance~~Exchange ~~should not be placed upon the forward-looking statements~~Act.

~~SIGNATURES~~Item 3.03. Material Modifications to Rights of Security Holders.

~~Pursuant~~To to the ~~requirements~~extent ofrequired ~~the~~by ~~Securities~~Item ~~Exchange~~3.03 ~~Act~~ of ~~1934~~Form 8-K, the ~~registrant~~disclosure ~~has~~set forth ~~duly~~in ~~caused~~Items ~~this~~1.01 ~~report~~and to2.01 beof ~~signed~~this Current Report on ~~its~~Form ~~behalf~~8-K is incorporated by ~~the~~reference ~~undersigned~~in ~~hereunto~~this ~~duly~~Item ~~authorized~~3.03.

~~Dated:~~Item ~~December~~5.01. ~~15,~~Changes ~~2022~~in Control of Registrant.

~~COVA~~To ~~ACQUISITION~~the ~~CORP~~extent required by Item 5.01 ~~By:~~of ~~/s/~~Form ~~Jun~~8-K, ~~Hong~~the ~~Heng~~disclosure ~~Name:~~set forth ~~Jun~~in ~~Hong~~Item ~~Heng~~2.01 ~~Title:~~of ~~Chief~~this ~~Executive~~Current ~~Officer~~Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Business Combination, each of Jun Hong Heng, Karanveer “K.V.” Dhillon, Pandu Sjahrir, Alvin W. Sariaatmadja and Jack Smith ceased to be a director of COVA.

Also, in connection with consummation of the Business Combination, the following officers of COVA resigned from their respective positions: Jun Hong Heng resigned as Chief Executive Officer and Chief Financial Officer and K.V. Dhillon resigned as President.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 26, 2022, by and among COVA Acquisition Corp., ECARX Holdings Inc., Ecarx Temp Limited, and Ecarx&Co Limited (incorporated by reference to Exhibit 2.1 to COVA’s Current Report on Form 8-K filed with the SEC on May 26, 2022)

10.1		Registration Rights Agreement, dated December 20, 2022, by and between COVA Acquisition Corp., the Sponsor, ECARX and the other parties thereto.

10.2		Form of Shareholder Lock-Up Letter, dated December 20, 2022, by and among COVA Acquisition Corp., ECARX Holdings Inc. and certain shareholders of ECARX Holdings Inc.

10.3		Assignment, Assumption and Amendment Agreement, dated December 20, 2022 by and among COVA Acquisition Corp., ECARX Holdings Inc. and Continental Stock Transfer & Trust Company.

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.

Dated: December 21, 2022

	COVA Acquisition Corp.

	By:	/s/ Jun Hong Heng
	Name:	Jun Hong Heng
	Title:	Chief Executive Officer and Chief Financial Officer

Filing Compare · COVA Acquisition Corp.