COVA / COVA Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40012 COVA Acquisition Corp. (Exact name of registrant as specified in i

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 COVA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40012 98-1572360 (State or Other Jurisdiction of Incorporation) (Commiss

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

? Exhibit 10.3 ? ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT ? THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this ?Agreement?) is made and entered into as of December 20, 2022, by and among (i)?COVA Acquisition Corp., a Cayman Islands exempted company (the ?SPAC?), (ii)?ECARX Holdings Inc., a Cayman Islands exempted company (the ?Company?), and (iii)?Continental Stock Transfer & Trust Co

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.

Exhibit 10.2 PRIVILEGED AND CONFIDENTIAL LOCK-UP AGREEMENT December 20, 2022 ECARX Holdings Inc. 16/F, Tower 2, China Eastern Airline Binjiang Center 277 Longlan Road, Xuhui District Shanghai 200041, People?s Republic of China COVA Acquisition Corp. 1700 Montgomery Street, Suite 240 San Francisco, CA 94111 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?)

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

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 20, 2022, is made and entered into by and among (i) ECARX Holdings Inc., a Cayman Islands exempted company (the ?Company?), (ii) COVA Acquisition Corp, a Cayman Islands exempted company (?SPAC?), (iii) COVA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the ?

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): December 14, 2022 COVA AC

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): December 14, 2022 COVA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40012 98-1572360 (State or other jurisdiction of (Commission

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425 1 tm2218315d26425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 The following is a transcript of a pre-recorded presentation by ECARX Holdings Inc. The recording of the pre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549? ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy Statement ? ? Definitive Additional Materials ? ? Soliciting Material Under Rule 14a-12 ? COVA ACQUISITION CORP.

All copyrights shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX shall reserve th e r ight to take legal action against such violations. | www.ecarxgroup.com Investor Presentation November 2022

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 All copyrights shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX shall reserve t

ECARX Holdings Inc. and COVA Acquisition Corp., Announce Registration Statement Effectiveness and Extraordinary General Meeting Date to Approve Business Combination with ECARX Extraordinary General Meeting Scheduled for December 14, 2022

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 ECARX Holdings Inc. and COVA Acquisition Corp., Announce Registration Statement Effectiveness and Extraordinary General Meeting Date to A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 COVA ACQUISITION CORP.

ECARX Secures $65 Million Convertible Note Financing Prior to its Planned Business Combination with COVA Acquisition Corp. The $65 million in convertible notes and previously announced $45 million in additional capital from strategic partners equates

425 1 tm2218315d19425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 ECARX Secures $65 Million Convertible Note Financing Prior to its Planned Business Combination with COVA Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUISITION CORP. (Exact Name of Registrant a

ECARX Bolsters Executive Leadership Team Experienced Leaders will Accelerate ECARX’s Technology Development and Product Roll-Out, Strategic Acquisitions and Investments, and Global Expansion

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 ECARX Bolsters Executive Leadership Team Experienced Leaders will Accelerate ECARX?s Technology Development and Product Roll-Out, Strateg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUISITION CORP. (Exact Name of Registrant as Spe

Filed by ECARX Holdings, Inc.

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 Exclusive | Yigatong Technology confirmed to go public in the United States, with a valuation of 3.82 billion US dollars, and it is expec

Filed by ECARX Holdings, Inc.

425 1 tm2217017d15425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 Automotive technology firm ECARX to go public in $3.8 billion blank-check deal The deal includes a $45 mill

Tycoon SPAC Deal to Create China’s Biggest US Listing Since Didi

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 Tycoon SPAC Deal to Create China?s Biggest US Listing Since Didi Bloomberg By Crystal Tse 26 May 2022 ? Automotive tech firm ECARX to mer

Car tech firm ECARX to go public in $3.8 bln blank-check deal

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 Car tech firm ECARX to go public in $3.8 bln blank-check deal Reuters By Niket Nishant 26 May 2022 ECARX Holdings, a Chinese auto tech st

ECARX to Go Public in $3.82 Billion Merger with COVA Acquisition Corp., Accelerating Development of Next-Generation Automotive Intelligence

Exhibit 99.1 ECARX to Go Public in $3.82 Billion Merger with COVA Acquisition Corp., Accelerating Development of Next-Generation Automotive Intelligence ? Transaction values ECARX at $3.82 billion pro forma equity value, or pre-money equity value of $3.4 billion ? Assumes $300 million cash held in trust by COVA Acquisition Corp. and includes $45 million in additional capital from strategic partner

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 26, 2022 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

A Letter from Our Founders

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 A Letter from Our Founders Today, we are thrilled to announce ECARX is planning to go public in the U.S. through a proposed merger with C

Agreement and Plan of Merger

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ECARX Holdings Inc., Ecarx Temp Limited, Ecarx&Co Limited and COVA Acquisition Corp. dated as of May 26, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 4 Section 1.2. Construction 24 Article II TRANSACTIONS; CLOSING Section 2.1. Pre-Closing Actions 25 Section 2.2. The Mergers 28 Section 2.3. Effect of the Mer

ECARX to Go Public in $3.82 Billion Merger with COVA Acquisition Corp., Accelerating Development of Next-Generation Automotive Intelligence

425 1 tm2217017d7425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 ECARX to Go Public in $3.82 Billion Merger with COVA Acquisition Corp., Accelerating Development of Next-Gen

STRATEGIC INVESTMENT AGREEMENT

425 1 tm2217017d5425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 STRATEGIC INVESTMENT AGREEMENT This STRATEGIC INVESTMENT AGREEMENT (this “Agreement”) is entered into on May

Strategic Investment Agreement, by and between ECARX Holdings Inc. and Geely Investment Holding Ltd.

Exhibit 10.5 STRATEGIC INVESTMENT AGREEMENT This STRATEGIC INVESTMENT AGREEMENT (this ?Agreement?) is entered into on May 26, 2022, by and between ECARX Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), and Geely Investment Holding Ltd., a company incorporated under the laws of the British Virgin Islands (the ?Investor?). Capitalized terms

Strategic Investment Agreement, by and between ECARX Holdings Inc. and Luminar Technologies, Inc.

Exhibit 10.4 STRATEGIC INVESTMENT AGREEMENT This STRATEGIC INVESTMENT AGREEMENT (this ?Agreement?) is entered into on May 26, 2022, by and between ECARX Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), and Luminar Technologies, Inc., a Delaware corporation (the ?Investor?). Capitalized terms used and not defined in this Agreement have the

SHAREHOLDER SUPPORT AGREEMENT AND DEED

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 SHAREHOLDER SUPPORT AGREEMENT AND DEED This SHAREHOLDER SUPPORT AGREEMENT AND DEED (this ?Agreement?) is made and entered into as of May

Agreement and Plan of Merger

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ECARX Holdings Inc., Ecarx Temp Limited, Ecarx&Co Limited and COVA Acquisition Corp. dated as of May 26, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 4 Section 1.2. Construction 24 Article II TRANSACTIONS; CLOSING Section 2.1. Pre-Closing Actions 25 Section 2.2. The Mergers 28 Section 2.3. Effect of the Mer

SPONSOR SUPPORT AGREEMENT AND DEED

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 SPONSOR SUPPORT AGREEMENT AND DEED    This SPONSOR SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of May 26, 2

Employee Frequently Asked Questions (FAQs)

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 Employee Frequently Asked Questions (FAQs) 1. What does this announcement mean for me? How will the merger impact my day-to-day? a. Today

All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX sh all reserve the right to take legal action against such violations. | www.ecarxgroup.com Investor Presentation May 2022

Exhibit 99.2 All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX sh all reserve the right to take legal action against such violations. | www.ecarxgroup.com Investor Presentation May 2022 All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX sh all reserve the rig

All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX sh all reserve the right to take legal action against such violations. | www.ecarxgroup.com Investor Presentation May 2022

EX-99.2 9 tm2216128d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX sh all reserve the right to take legal action against such violations. | www.ecarxgroup.com Investor Presentation May 2022 All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the con

ECARX to Go Public in $3.82 Billion Merger with COVA Acquisition Corp., Accelerating Development of Next-Generation Automotive Intelligence

Exhibit 99.1 ECARX to Go Public in $3.82 Billion Merger with COVA Acquisition Corp., Accelerating Development of Next-Generation Automotive Intelligence ? Transaction values ECARX at $3.82 billion pro forma equity value, or pre-money equity value of $3.4 billion ? Assumes $300 million cash held in trust by COVA Acquisition Corp. and includes $45 million in additional capital from strategic partner

Filed by ECARX Holdings, Inc.

425 1 tm2217017d12425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 ECARX LinkedIn Post – 05.26.22 Important Additional Information Regarding the Transaction Will Be Filed Wit

Strategic Investment Agreement, by and between ECARX Holdings Inc. and Luminar Technologies, Inc.

Exhibit 10.4 STRATEGIC INVESTMENT AGREEMENT This STRATEGIC INVESTMENT AGREEMENT (this ?Agreement?) is entered into on May 26, 2022, by and between ECARX Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), and Luminar Technologies, Inc., a Delaware corporation (the ?Investor?). Capitalized terms used and not defined in this Agreement have the

Promissory Note

Exhibit 10.3 THIS PROMISSORY NOTE (this ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

STRATEGIC INVESTMENT AGREEMENT

425 1 tm2217017d6425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 STRATEGIC INVESTMENT AGREEMENT This STRATEGIC INVESTMENT AGREEMENT (this “Agreement”) is entered into on May

Filed by ECARX Holdings, Inc.

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 All copyright shall belong to ECARX. No person shall copy or distribute any or all part of the content in any way. ECARX sh all reserve t

Promissory Note

Exhibit 10.3 THIS PROMISSORY NOTE (this ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

AGREEMENT AND PLAN OF MERGER by and among ECARX Holdings Inc., Ecarx Temp Limited, Ecarx&Co Limited COVA Acquisition Corp. dated as of May 26, 2022 TABLE OF CONTENTS

Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 AGREEMENT AND PLAN OF MERGER by and among ECARX Holdings Inc., Ecarx Temp Limited, Ecarx&Co Limited and COVA Acquisition Corp. dated as o

Thursday, 26 May 2022 at 12:12

425 1 tm2217017d9425.htm 425 Filed by ECARX Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: COVA Acquisition Corp. Commission File No.: 001-40012 From: ShenZiyu Date: Thursday, 26 May 2022 at 12:12 To: Subject: Email to all staff globally Do Not Forward

Sponsor Support Agreement

EXHIBIT 10.1 SPONSOR SUPPORT AGREEMENT AND DEED ?? This SPONSOR SUPPORT AGREEMENT AND DEED (this ?Agreement?) is made and entered into as of May 26, 2022, by and among ECARX Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), COVA Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Is

ECARX Shareholder Support Agreement

EXHIBIT 10.2 SHAREHOLDER SUPPORT AGREEMENT AND DEED This SHAREHOLDER SUPPORT AGREEMENT AND DEED (this ?Agreement?) is made and entered into as of May 26, 2022, by and among ECARX Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), COVA Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Caym

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 26, 2022 COVA ACQUISI

425 1 tm2216128d28k.htm 425 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 26, 2022 COVA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40012 98-1572360 (State or other juri

ECARX Shareholder Support Agreement

EXHIBIT 10.2 SHAREHOLDER SUPPORT AGREEMENT AND DEED This SHAREHOLDER SUPPORT AGREEMENT AND DEED (this ?Agreement?) is made and entered into as of May 26, 2022, by and among ECARX Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), COVA Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Caym

Strategic Investment Agreement, by and between ECARX Holdings Inc. and Geely Investment Holding Ltd.

EX-10.5 7 tm2216128d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 STRATEGIC INVESTMENT AGREEMENT This STRATEGIC INVESTMENT AGREEMENT (this “Agreement”) is entered into on May 26, 2022, by and between ECARX Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Issuer”), and Geely Investment Holding Ltd., a company incorporated under the laws of the British Virgi

Sponsor Support Agreement

EXHIBIT 10.1 SPONSOR SUPPORT AGREEMENT AND DEED ?? This SPONSOR SUPPORT AGREEMENT AND DEED (this ?Agreement?) is made and entered into as of May 26, 2022, by and among ECARX Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), COVA Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUISITION CORP. (Exact Name of Registrant as Sp

Description of Securities.

EX-4.5 2 f10k2021ex4-5covaacq.htm DESCRIPTION OF SECURITIES Exhibit 4.5 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40012 COVA Acquisitio

COVA / COVA Acquisition Corp. Class A Ordinary Share / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Cova Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2554Y104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUISITION CORP. (Exact Name of Registrant

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): December 8, 2021 (December 7, 2021) COVA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40012 98-1572360 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUISITION CORP. (Exact Name of Registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUISITION CORP. (Exact Name of Registrant as Spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

10-Q 1 f10q0321covaacq.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COVA ACQUI

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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

COVA Acquisition Corp. Receives Expected Notice from Nasdaq Regarding Delayed Form 10-Q

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 havin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

COVA Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 30, 2021

Exhibit 99.1 COVA Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 30, 2021 SAN FRANCISCO, Calif. - (BUSINESS WIRE) - COVA Acquisition Corp. (NASDAQ: COVAU) (the ?Company?) announced that, commencing March 30, 2021, holders of the units sold in the Company?s initial public offering of 30,000,000 units, completed on February 9, 2021, may

Financial Statements and Exhibits, Other Events

8-K 1 ea138584-8kcovaaquisi.htm CURRENT REPORT 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): March 30, 2021 COVA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40012 98-1572360

Other Events, Financial Statements and Exhibits

8-K 1 ea135772-8kcovaacq.htm CURRENT REPORT 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): February 9, 2021 COVA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40012 98-1572360

COVA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 COVA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 9, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of COVA Acquisition Corp. Opinion on the Financial Statements We have audited the accompanyin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 4, 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

Administrative Services Agreement between the Company and the Sponsor

EX-10.5 9 ea134961ex10-5covaacq.htm ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.5 COVA Acquisition Corp. February 4, 2021 COVA Acquisition Sponsor LLC 530 Bush Street, Suite 703 San Francisco, CA 94108 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Re

Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other shareholders named therein

EX-10.3 7 ea134961ex10-3covaacq.htm REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT AMONG THE COMPANY, THE SPONSOR AND CERTAIN OTHER SHAREHOLDERS NAMED THEREIN Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among COVA Acquisition Corp., a Cayman Islands exe

Amended and Restated Promissory Note, dated as of February 8, 2021

Exhibit 10.6 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COVA Acquisition Corp. (adopted by special resolution dated 4 FEBRUARY 2021 and effective on 4 FEBRUARY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COVA Ac

Private Placement Warrants Purchase Agreement between the Company and the Sponsor

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”) and COVA Acquisition Sponsor LLC, a Cayman Island li

Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company

EX-10.2 6 ea134961ex10-2covaacq.htm INVESTMENT MANAGEMENT TRUST ACCOUNT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021 by and between COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Con

Amended and Restated Securities Subscription Agreement, dated as of February 8, 2021

EX-10.7 11 ea134961ex10-7covaacq.htm AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY 8, 2021 Exhibit 10.7 COVA Acquisition Corp. February 9, 2021 COVA Acquisition Sponsor LLC RE: Amended and Restated Securities Subscription Agreement Ladies and gentlemen: This amended and restated agreement (this “Agreement”) is entered into on February 9, 2021 by and between COVA Acqu

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT COVA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated February 4, 2021, is by and between COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant A

Underwriting Agreement between the Company and Cantor Fitzgerald & Co.

Exhibit 1.1 UNDERWRITING AGREEMENT between COVA ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: February 4, 2021 COVA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York February 4, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, COVA Acquisition Corp., a Cayma

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors

EX-10.4 8 ea134961ex10-4covaacq.htm LETTER AGREEMENT AMONG THE COMPANY, THE SPONSOR AND THE COMPANY'S OFFICERS AND DIRECTORS Exhibit 10.4 February 4, 2021 COVA Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Under

COVA Acquisition Corp. 26,100,000 Units

424B4 1 f424b0221covaacq.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252273 and 333-252768 COVA Acquisition Corp. $261,000,000 26,100,000 Units COVA Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar busin

- REGISTRATION STATEMENT

S-1MEF 1 ea134674-s1mefcovaacq.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 5, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COVA Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1572360 (State or oth

- REGISTRATION OF CERTAIN CLASSES OF SECURITIES

8-A12B 1 ea134555-8a12bcovaacqui.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COVA ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Cayman Islands 98-1572360 (State or

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COVA acquisition corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 February 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Erin E. Martin Mr. Ruairi Regan Re: COVA Acquisition Corp. Registration Statement on Form S-1 File No. 333-252273 Ladies and Gentlemen: Pursuant to Rule 461 under the Securiti

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February 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Erin E. Martin Mr. Ruairi Regan Re: COVA Acquisition Corp. Registration Statement on Form S-1 Filed January 20, 2021, as amended File No. 333-252273 Dear Ms. Martin, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), t

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER U- UNITS SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] COVA Acquisition Corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-half OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”

Interim Amended Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES LAW (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COVA Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON 28 JANUARY 2021) THE COMPANIES LAW (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COVA Acquisition Corp. (ADOPTED B

Consent of Karanveer Dhillon to be named as a director nominee.*

Exhibit 99.1 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by COVA Acquisition Corp. with the

Specimen Warrant Certificate.*

EX-4.3 7 fs12021a2ex4-3covaacq.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW COVA Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that , or register

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*

Exhibit 10.8 [], 2021 COVA Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fi

- REGISTRATION STATEMENT

S-1/A 1 fs12021a2covaacq.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 29, 2021. No. 333-252273 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COVA Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-15

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

EX-10.5 15 fs12021a2ex10-5covaacq.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.5 COVA Acquisition Corp. [], 2021 COVA Acquisition Sponsor LLC 530 Bush Street, Suite 703 San Francisco, CA 94108 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (th

Consent of Pandu Sjahrir to be named as a director nominee.*

Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by COVA Acquisition Corp. with the

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT COVA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333- 252273) filed with the SEC on January 29, 2021).

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations and companies as directors, officers or in other capacities unless they are provided with a

Consent of Jack Smith to be named as a director nominee.*

Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by COVA Acquisition Corp. with the

Form of Underwriting Agreement.*

Exhibit 1.1 UNDERWRITING AGREEMENT between COVA ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021 1 COVA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, COVA Acquisition Corp., a Cayman Islands ex

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

Specimen Class A Ordinary Share Certificate.*

EX-4.2 6 fs12021a2ex4-2covaacq.htm SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE COVA Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE US$0.00

Code of Ethics.*

Exhibit 10.9 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF COVA ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of COVA Acquisition Corp. (the “Company”) has adopted this Code of Ethics and Business Conduct (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”) and COVA Acquisition Sponsor LLC, a Cayman Island limited li

Consent of Alvin W. Sariaatmadja to be named as a director nominee.*

EX-99.2 20 fs12021a2ex99-2covaacq.htm CONSENT OF ALVIN W. SARIAATMADJA TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.2 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Regis

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CovA Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CovA Acquisition Co

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), COVA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who her

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on

- AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on January 27, 2021. No. 333-252273 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Crescent Cove Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1572360 (State or other jurisdiction of incor

Form of Underwriting Agreement.*

Exhibit 1.1 UNDERWRITING AGREEMENT between CRESCENT COVE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021 1 CRESCENT COVE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Crescent Cove Acquisition

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Crescent Cove Acquisition Sponsor LLC, a Cayman

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Company”), Crescent Cove Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*

Exhibit 10.8 [], 2021 Crescent Cove Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Compa

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 3 fs12021a1ex4-4crescentcove.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT CRESCENT COVE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Crescent Cove Acquisition Corp., a Cayman Islands exempted co

Specimen Warrant Certificate.

EX-4.3 6 fs12021ex4-3crescentcove.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Crescent Cove Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that ,

Promissory Note, dated as of December 15, 2020, between the Registrant and the Sponsor.**

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 7 fs12021ex4-4crescentcove.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT CRESCENT COVE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Crescent Cove Acquisition Corp., a Cayman Islands exempted comp

Consent of Karanveer Dhillon to be named as a director nominee.

Exhibit 99.1 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Crescent Cove Acquisition Corp.

Consent of Pandu Sjahrir to be named as a director nominee.

EX-99.3 21 fs12021ex99-3crescentcove.htm CONSENT OF PANDU SJAHRIR TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registrati

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January 20, 2021 Orrick, Herrington & Sutcliffe LLP 222 Berkeley St., Suite 2000 Via EDGAR Boston, MA 02116 +1 719 588 0090 Erin E. Martin orrick.com Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Crescent Cove Acquisition Corp. Draft Registration Statement on Form S-1 Submitted December 23, 2020 CIK No. 0001837160 Dear

Consent of Jack Smith to be named as a director nominee.

EX-99.4 22 fs12021ex99-4crescentcove.htm CONSENT OF JACK SMITH TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration

Memorandum and Articles of Association.

EX-3.1 2 fs12021ex3-1crescentcove.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Crescent Cove Acquisition Corp. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Crescent Cove Acquisition Corp. 1 The name o

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Crescent Cove Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Crescent C

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 Crescent Cove Acquisition Corp. [], 2021 Crescent Cove Acquisition Sponsor LLC 530 Bush Street, Suite 703 San Francisco, CA 94108 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Crescent

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

EX-10.8 16 fs12021ex10-8crescentcove.htm FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, THE SPONSOR AND EACH DIRECTOR AND EXECUTIVE OFFICER OF THE REGISTRANT Exhibit 10.8 [], 2021 Crescent Cove Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with th

Specimen Unit Certificate.

Exhibit 4.1 NUMBER U- UNITS SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] Crescent cove Acquisition Corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-half OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinar

Power of Attorney (included on signature page to the initial filing of this Registration Statement).**

As filed with the Securities and Exchange Commission on January 20, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Crescent Cove Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1572360 (State or other jurisdiction of incorporation or organization)

Securities Subscription Agreement, dated December 15, 2020, between the Registrant and the Sponsor.**

EX-10.7 15 fs12021ex10-7crescentcove.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED DECEMBER 15, 2020, BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.7 Crescent Cove Acquisition Corp. December 15, 2020 Crescent Cove Acquisition Sponsor LLC RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on December 15, 2020 by and between Crescent Cove

Code of Ethics.

Exhibit 10.9 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF CRESCENT COVE ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Crescent Cove Acquisition Corp. (the “Company”) has adopted this Code of Ethics and Business Conduct (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the exte

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations and companies as directors, officers or in other capacities unless they are provid

Consent of Alvin W. Sariaatmadja to be named as a director nominee.

Exhibit 99.2 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Crescent Cove Acquisition Corp.

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Crescent Cove Acquisition Sponsor LLC, a Cayman

Specimen Class A Ordinary Share Certificate.

EX-4.2 5 fs12021ex4-2crescentcove.htm SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE cRESCENT COVE Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR V

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Crescent Cove Acquisition Corp., a Cayman Islands exempted company (the “Company”), Crescent Cove Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person

This is a confidential draft submission to the United States Securities and Exchange Commission on December 22, 2020 under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on December 22, 2020 under the Securities Act of 1933, as amended.