COVA Acquisition Sponsor LLC - 20 Dec 2022 Form 4 Insider Report for COVA Acquisition Corp.

Role
10%+ Owner
Signature
/s/ Jun Hong Heng, managing member of CC Acquisition Sponsor Manager, LLC, manager of COVA Acquisition Sponsor LLC
Issuer symbol
N/A
Transactions as of
20 Dec 2022
Net transactions value
$0
Form type
4
Filing time
21 Dec 2022, 15:19:16 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COVA Class A Ordinary Share Conversion of derivative security +5,250,000 5,250,000 20 Dec 2022 Direct F1, F2
transaction COVA Class A Ordinary Share Other -5,250,000 -100% 0 20 Dec 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction COVA Class B Ordinary Shares Disposed to Issuer -2,250,000 -30% 5,250,000 20 Dec 2022 Class A Ordinary Shares 2,250,000 Direct F1, F3, F4
transaction COVA Class B Ordinary Shares Conversion of derivative security -5,250,000 -100% 0 20 Dec 2022 Class A Ordinary Shares 5,250,000 Direct F1, F2, F4
transaction COVA Warrants Other -8,872,000 -100% 0 20 Dec 2022 Class A Ordinary Shares 8,872,000 Direct F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The shares reported above are held in the name of COVA Acquisition Sponsor LLC, our Sponsor. Our Sponsor is controlled by Jun Hong Heng.
F3 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.
F4 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).
F5 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).
F6 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.